or proceeding, whether civil, criminal, administrative, or investigative (a proceeding ), by reason of the fact that he or she or a person for whom he or she is the legal
representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise, or
nonprofit entity, including service with respect to employee benefit plans (an indemnitee ), against all expense, liability, and loss (including attorneys fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee. The Corporation shall be required to indemnify an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if the initiation of such
proceeding (or part thereof) by the indemnitee was authorized by the Board of Directors.
6.2 Prepayment of Expenses. The
Corporation shall pay the expenses (including attorneys fees) incurred by an indemnitee in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in
advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be
indemnified under this Article or otherwise.
6.3 Claims. If a claim for indemnification or payment of expenses under this Article
is not paid in full within sixty (60) days after a written claim therefor by the indemnitee has been received by the Corporation, the indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expenses of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the indemnitee was not entitled to the requested indemnification or payment of expenses under applicable
law.
6.4 Nonexclusivity of Rights. The rights conferred on any person by this Article 6 shall not be exclusive of any other
rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders, or disinterested directors or otherwise.
6.5 Other Indemnification. The Corporations obligation, if any, to indemnify any person who was or is serving at its request as a
director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership,
joint venture, trust, enterprise, or nonprofit enterprise.
6.6 Nature of Indemnification Rights; Amendment or Repeal. Each person
who was, is, or becomes a director or officer shall be deemed to have served or to have continued to serve in such capacity in reliance upon the indemnity provided for in this Article 6. All rights to indemnification (and the advancement of
expenses) under this Article 6 shall be deemed to be provided by a contract between the Corporation and the person who serves or has served as a director or officer of the Corporation. Such rights shall be deemed to have vested at the time
such person becomes or became a director or officer of the Corporation, and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the indemnitees heirs,
executors, and administrators. Any repeal or modification of the foregoing provisions of this Article 6 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time
of such repeal or modification.
6.7 Insurance for Indemnification. The 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 such persons status as such, whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of Section 145 of the Delaware General Corporation Law.
Article 7
Miscellaneous
7.1 Fiscal
Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.
7.2 Seal. The corporate
seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.
7.3 Notices. Except as may otherwise be required by law, the Certificate of Incorporation or these Bylaws, any notice to the
Corporation, any stockholder or director must be in writing and may be transmitted by: mail, private carrier or personal delivery; email or other electronic transmission; or telephone, wire or wireless equipment which transmits a facsimile of the
notice. Written notice by the Corporation to its stockholders shall be deemed effective when mailed, if mailed with first-class postage prepaid and correctly addressed to the stockholders address shown in the Corporations current record
of stockholders. Except as set forth in the previous sentence, written notice shall be deemed effective at the earliest of the following: (a) when received; (b) five (5) days after its deposit in the United States mail, as evidenced by the
postmark, if mailed with first-class postage, prepaid and correctly addressed; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and receipt is signed by or on behalf of the
addressee; or (d) if sent to a stockholders email address, telephone number, or other number appearing on the records of the Corporation, when dispatched by telephone, facsimile equipment, or other means of electronic transmission.