believe his or her conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the
corporation (or a person who 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 him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in
respect of 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 a court finds that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem proper.
The Companys Restated Certificate of Incorporation (Article
Eighth) provides that the Company will indemnify its executive officers and directors, and any other person who served in such role for other entities at the request of the Company (Covered Person), to the fullest extent permitted by
law, against all expenses, judgments, fines and settlement amounts incurred by such person in connection with any threatened, pending or completed action, suit or proceeding by reason of the fact that such person was an executive officer or director
of the Company or such other entity. The Company will indemnify Covered Persons in connection with a proceeding commenced or brought by that person only if the commencement or bringing of the proceeding was authorized by the Companys Board of
Directors. The Company will, to the fullest extent permitted by the DGCL, pay the expenses (including attorneys fees) of any Covered Person in defending a proceeding (other than a proceeding commenced or brought by the person without the
specific authorization of the Companys Board of Directors), provided that, to the extent required by the DGCL, advancement of expenses will only be made if such person provides an undertaking to repay all amounts advanced if it is determined
that he or she is not entitled to indemnification.
The Company may purchase and maintain insurance to protect itself and any Covered Person against
liability or expense asserted or incurred by such Covered Person in connection with any proceeding, whether or not the Company would have the power to indemnify such Covered Person against such liability or expense by law or under the
indemnification provisions in the Companys Restated Certificate of Incorporation.
The Company is authorized to enter into contracts with any
Director or executive officer, or, as authorized by the Board of Directors, any other employee or agent of the Company in furtherance of the provisions of Article Eighth of the Companys Restated Certificate of Incorporation and may create a
trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in Article Eighth of the Companys
Restated Certificate of Incorporation.
With respect to advancement of expenses, the DGCL provides that the Company may advance expenses upon the receipt
of an undertaking as described above, on such terms and conditions as it deems appropriate.
Item 7. Exemption From Registration Claimed.
Not applicable.