Section 145(c) of the DGCL provides, in general, that (1) to the extent that a present or former
director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of the DGCL, or in defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by such person in connection therewith and (2) a corporation may indemnify any other person who is not a present or former director or
officer of the corporation against expenses (including attorneys fees) actually and reasonably incurred by such person to the extent he or she has been successful on the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of the DGCL, or in defense of any claim, issue or matter therein.
Section 145(d) of the DGCL provides, in
general, that any indemnification under subsections (a) and (b) of the DGCL (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsections (a) and (b) of the DGCL. Such determination shall be made, with respect to a person who is
a director or officer of the corporation at the time of such determination: (w) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; (x) by a committee of such
directors designated by majority vote of such directors, even though less than a quorum; (y) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (z) by the stockholders.
Section 145(e) of the DGCL provides, in general, that expenses (including attorneys fees) incurred by an officer or director of the corporation in
defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as authorized in this section, and that such expenses (including attorneys fees) incurred by
former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other
enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
Section 145(f) of the DGCL provides, in
general, that the indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of the DGCL shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such persons official capacity and as to action in another capacity while holding such office, and that a right to
indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the certificate of incorporation or the bylaws
after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the
time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
Section 145(g) of the
DGCL provides, in general, 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 his or her 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.
Additionally, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws limit the personal liability of our directors to our
stockholders or us for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the directors duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Our Amended and Restated Bylaws also
provide for such limitation of liability with respect to our officers. In addition, our Amended and Restated Certificate of Incorporation provides for indemnification of each of our directors and officers who is or was a party to, or is threatened
to be made a party to, any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of ours or is or was serving at our request as a director, officer, partner, trustee or
employee of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by the DGCL. Our Amended and Restated