The Registrants amended and restated certificate of incorporation
contains provisions that limit the liability of its directors for monetary damages to the fullest extent permitted by the Delaware General Corporation Law. Consequently, the Registrants directors will not be personally liable to the Registrant
or its stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:
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any breach of their duty of loyalty to the Registrant or its stockholders; |
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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of
the Delaware General Corporation Law; or |
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any transaction from which they derived an improper personal benefit. |
Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any
act, omission, or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal
liability of the Registrants directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.
In addition, the Registrants amended and restated bylaws provide that the Registrant will indemnify, to the fullest
extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that they are or were one of the Registrants directors or officers or is or was serving at
the Registrants request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. The Registrants amended and restated bylaws provide that the Registrant may indemnify to the fullest extent
permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of the Registrants employees or agents or is or was serving at the
Registrants request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. The Registrants amended and restated bylaws will also provide that the Registrant must advance expenses incurred
by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.
Further, the Registrant has entered into indemnification agreements with each of its directors and executive officers that may
be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require the Registrant, among other things, to indemnify its directors and executive officers against
liabilities that may arise by reason of their status or service. These indemnification agreements also require the Registrant to advance all expenses incurred by the directors and executive officers in investigating or defending any such action,
suit, or proceeding. The Registrant believes that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.
The limitation of liability and indemnification provisions in the Registrants amended and restated certificate of
incorporation, amended and restated bylaws and the indemnification agreements that the Registrant has entered into with its directors and executive officers may discourage stockholders from bringing a lawsuit against the Registrants directors
and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against the Registrants directors and executive officers, even though an action, if successful, might benefit the
Registrant and other stockholders. Further, a stockholders investment may be adversely affected to the extent that the Registrant pays the costs of settlement and damage awards against directors and executive officers as required by these
indemnification provisions.
The Registrant has obtained insurance policies under which, subject to the limitations of the
policies, coverage is provided to the Registrants directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating
to public securities matters, and to the Registrant with respect to payments that may be made by the Registrant to these directors and executive officers pursuant to its indemnification obligations or otherwise as a matter of law.