Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the
Court of Chancery or such other adjudicating court shall deem proper.
Section 145(g) of the DGCL provides that a corporation may
purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such persons status as such, whether or not the corporation would have
the power to indemnify the person against such liability under Section 145 of the DGCL. The Registrant currently maintains insurance policies under which, subject to the limitations of the policies, its directors and officers are insured
against liability for actions taken in their capacity as directors and officers.
As permitted under Section 102(b)(7) of the DGCL,
the Registrants certificate of incorporation provides that no director of the Registrant shall be personally liable to the Registrant or the Registrants stockholders for monetary damages for any breach of such directors fiduciary
duty as a director, except for liability (i) for any breach of the directors duty of loyalty to the Registrant or the Registrants stockholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) in respect of unlawful dividend payments or stock redemptions or repurchases under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper
personal benefit. In addition, the Registrants certificate of incorporation provides that if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
The Registrants certificate
of incorporation further provides that any amendment, repeal or modification of the provision in the Registrants certificate of incorporation limiting a directors liability, either by the Registrants stockholders or an amendment to
the DGCL, will not adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as a
director at the time of such amendment, repeal or modification.
The Registrants bylaws provide that the Registrant will indemnify
each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the
Registrant) by reason of the fact that such person is or was, or has agreed to become, the Registrants director or officer, or is or was serving, or has agreed to serve, at the Registrants request, as a director, officer, partner,
employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including
attorneys fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the Registrants best interests, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. The Registrants bylaws
also provide that the Registrant will advance expenses to such person in connection with a legal proceeding, subject to limited exceptions.
The Registrant has entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements
provide that the Registrant will indemnify each of such directors and executive officers to the fullest extent permitted by law and the Registrants certificate of incorporation and bylaws.