Item 6. Indemnification of Directors and Officers.
The Registrant is a Maryland corporation. Section 2-418 of the Maryland General Corporation Law (the MGCL) provides, generally,
that a corporation may indemnify any officer or director made a party to any
proceeding by reason of his or her service in that capacity against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the officer or director in connection
with the proceeding, unless it is established that the act or omission of the officer or director was material to the matter giving rise to the proceeding and that such act or omission was committed in bad faith or was the result of active and
deliberate dishonesty; or the officer or director actually received an improper personal benefit in money, property, or services; or, in the case of any criminal proceeding, the officer or director had reasonable cause to believe that the act or
omission was unlawful.
Notwithstanding the above, an officer or director may not be indemnified for (i) any judgments, penalties, fines,
settlements or expenses arising out of any proceeding brought by or in the right of the corporation, in which such officer or director has been adjudged liable to the corporation or (ii) any judgments, penalties, fines, settlements or expenses
arising out of any proceeding charging improper receipt of a personal benefit by such officer or director, whether or not involving action in the officers or directors official capacity, in which the officer or director was adjudged to
be liable on the basis that personal benefit was improperly received.
The termination of any proceeding by judgment, order, or settlement
does not create a presumption that the officer or director did not meet the standard of conduct required for such officer or director to be indemnified. However, the termination of any proceeding by conviction, plea of nolo contendere or its
equivalent, or the entry of an order of probation prior to judgment, creates a rebuttable presumption that the officer or director did not meet the standard of conduct required for such officer or director to be indemnified. Indemnification of an
officer or director is not permitted unless authorized for a specific proceeding. Such authorization will only be given following a determination that indemnification is permissible because the officer or director met the standard of conduct
required for such officer or director to be indemnified: (1) by the board of directors of the corporation by a majority vote of a quorum consisting of directors not at the time parties to the proceeding (or a majority of a committee of two or more
such directors designated by a majority vote of the full board of directors); (2) by special legal counsel selected by the board of directors (or by the committee designated by a majority vote of the board of directors); or (3) by the stockholders.
The reasonable expenses incurred by an officer or director who is a party to a proceeding may be paid or reimbursed by the corporation in
advance of the final disposition of the proceeding upon receipt by the corporation of both a written affirmation by the officer or director of his or her good faith belief that the standard of conduct necessary for indemnification by the corporation
has been met, and a written undertaking, which must be an unlimited general obligation of the officer or director, by or on behalf of the officer or director to repay the amount if it is ultimately determined that the standard of conduct has not
been met.
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, court ordered 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.
The indemnification and advancement of expenses provided or authorized by Section 2-418 of the MGCL are not exclusive of any other rights to
which an officer or director may be entitled both as to action in his official capacity and as to action in another capacity while holding such office.
Pursuant to Section 2-418 of the MGCL, 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 who, while serving in such capacity, is or was at the request of the corporation serving as a director, officer, partner, trustee, employee, or agent of another corporation or legal entity or of an
employee benefit plan, against liability asserted against and incurred by such person in any of those capacities or arising out of such persons position, regardless of whether or not the corporation would have the power to indemnify against
liability under Section 2-418 of the MGCL. A corporation may provide similar protection, including a trust fund, letter of credit, or surety bond, so long as the form of such protection is not inconsistent with Section 2-418 of the MGCL.
Additionally, a subsidiary or an affiliate of the corporation may provide the insurance or similar protection.
The Registrants
charter and bylaws provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a proceeding), by reason of the fact that he or she is or was a director, officer or employee of the Registrant or, while a director or officer of the Registrant, is or was serving at
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the request of the Registrant as a director, manager, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (an indemnitee), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or other employee or in any other capacity while serving as
a director, officer or employee, shall be indemnified and held harmless by the Registrant to the fullest extent authorized by Maryland law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Registrant to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys fees, judgments, fines, excise taxes or penalties and amounts paid
in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification will continue as to an indemnitee who has ceased to be a director, manager, officer, employee or agent and will inure to the benefit
of the indemnitees heirs, legal representatives, executors and administrators. The right to indemnification conferred in the articles of incorporation and bylaws is a contract right and includes the obligation of the Registrant to pay the
expenses incurred in defending any such proceeding in advance of its final disposition (an advance of expenses); provided, however, that in any case an advance of expenses incurred by an indemnitee will be made only upon delivery to the
Registrant of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined by final judicial decision from which there is no further right to appeal (a final adjudication) that such
indemnitee is not entitled to be indemnified for such expenses. The Registrant may, by action of its Board of Directors, provide indemnification to agents of the Registrant with the same or lesser scope and effect as the foregoing indemnification of
directors, officers and employees. Any director, officer or employee of the Registrant serving (i) another corporation, partnership, limited liability company, joint venture, trust or other enterprise of which a majority of the equity interests
entitled to vote in the election of its directors or the equivalent thereof is controlled by the Registrant, or (ii) any employee benefit plan of the Registrant or any entity referred to in clause (i), in any capacity will be deemed to be doing so
at the request of the Registrant.
The above discussion of Registrants charter and bylaws and of the MGCL is not intended to be
exhaustive and is qualified in its entirety by such charter, bylaws and statutes.