Indemnification
Maryland law permits the
Company to include in its charter a provision eliminating the liability of the Companys directors and officers to its stockholders and the Company for money damages, except for liability resulting from (1) actual receipt of an improper
benefit or profit in money, property or services or (2) active and deliberate dishonesty established by a final judgment and that is material to the cause of action.
Maryland law requires the Company (unless the Companys charter provides otherwise, which the Companys charter does not) to
indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. Maryland law allows
current and former directors and officers, among others, to be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred in a proceeding unless the following can be established:
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an act or omission of the director or officer was material to the cause of action adjudicated in the proceeding
and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty;
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the director or officer actually received an improper personal benefit in money, property or services; or
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with respect to any criminal proceeding, the director or officer had reasonable cause to believe his or her act
or omission was unlawful.
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A court may order indemnification if it determines that the director or officer is fairly and
reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse
judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. Maryland law permits a corporation to advance reasonable expenses to a director
or officer upon receipt of a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and a written undertaking by him or her or on his or her behalf
to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.
Subject to the
limitations contained in Maryland law, the Companys charter contains a provision that limits directors and officers liability to the Company and its stockholders for monetary damages, and the Companys charter and bylaws
require the Company to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to the Companys directors
and officers and permit the Company to provide such indemnification and advance of expenses to its employees and agents. Furthermore, the Company has entered into indemnification agreements with its directors and officers that provide for
indemnification to the maximum extent permitted by Maryland law.
These provisions neither reduce the exposure of directors and officers
to liability under federal or state securities laws nor limit the stockholders ability to obtain injunctive relief or other equitable remedies for a violation of a directors or an officers duties to the Company, although the
equitable remedies may not be an effective remedy in some circumstances.
The Company has purchased and will maintain insurance on behalf
of all of the Companys directors and executive officers against liability asserted against or incurred by them in their official capacities with the Company, whether or not the Company is required or has the power to indemnify them against the
same liability.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the Company has been advised that in the opinion of the staff of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.