The legality of the shares of Class A Common
Stock offered hereby is being passed upon by Tami E. Stevenson, Esq., General Counsel and Corporate Secretary of the Company. Ms. Stevenson
beneficially owns 11,850 shares of Class A Common Stock.
| Item 6. | Indemnification of Directors and Officers. |
The following is only a general summary of certain
aspects of the Georgia Business Corporation Code (the “Georgia Code”) and the Company’s Amended and Restated Articles
of Incorporation (the “Articles”) and Restated By-Laws, as amended (the “By-laws”), relating to indemnification
of directors and officers, and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions
of the Georgia Code and the Company’s Articles and By-laws.
Georgia Corporation Law
Sections 14-2-850 through 14-2-859 of the Georgia
Code generally provide that a corporation may indemnify any director, officer, employee or agent against expenses actually and reasonably
incurred by him in connection with any action to which he is made a party by reason of his being or having been a director, officer,
employee or agent of the corporation if such person acted in a manner he believed in good faith to be in or not opposed to the best interests
of the corporation and, in the case of a criminal action, had no reasonable cause to believe his conduct was unlawful. However, if the
action is brought by or in the right of the corporation, the Georgia Code provides that indemnification of directors shall be limited
to the reasonable expenses incurred by such person in connection with the proceeding. No indemnification shall be provided any director
as to any claim, issue, or matter brought by or in the right of the corporation as to which it is determined that such director did not
meet the relevant standard of conduct set out in the Georgia Code, or as to which such person shall have been adjudged to have been liable
to the corporation, or in any other proceeding in which such person shall have been adjudged to be liable on the basis that personal
benefit was improperly received by him, unless and to the extent that the court in which the suit was brought or other court of competent
jurisdiction shall have determined upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. The Georgia
Code also provides that to the extent that a director or officer of a corporation has been wholly successful on the merits or otherwise
in defense of any action, suit, or proceeding referred to above, or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. In addition, Section 14-2-202
of the Georgia Code permits a corporation to include in its articles of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary damages, for breach of duty of care or other duty as a director,
except for (i) any appropriation, in violation of his duties, of any business opportunity of the corporation, (ii) acts or
omissions which involve intentional misconduct or a knowing violation of law, (iii) liability under Section 14-2-832 of the
Georgia Code (involving certain distributions), or (iv) any transaction from which the director received an improper personal benefit.
Charter Provisions
Article IV of the Company’s Articles
limits the personal liability of a director of the Company or its shareholders as provided in Section 14-2-202 of the Georgia Code,
which is described above.
By-laws Provisions
Article VI, Section 1, of the Company’s
By-laws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action (other than an action by or in the right of the Company) by reason of the fact that he is or was a director,
officer, employee or agent of the Company or serving in any of such capacities at the Company’s request in another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including court costs and attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal
action, if he had no reasonable cause to believe his conduct was unlawful.
Article VI, Section 2 of the Company’s
By-laws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the Company or was serving in any of such capacities at the request of the Company with
any other corporation, partnership, joint venture, trust or other enterprise against expenses (including court costs and attorneys’
fees) actually and reasonably incurred in connection with the defense or settlement of such action if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the Company, except that in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to
the Company, indemnification will be permitted only to the extent that the court in which the action was brought finds that despite the
adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper.
Article VI, Section 3 of the Company’s
By-laws provides that to the extent that a director, officer, employee or agent of the Company shall be successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in Sections 1 and 2 of Article VI of the Company’s By-laws or in
defense of any claim, issue or matter therein, he shall be indemnified against expenses (including court costs and attorneys’ fees)
actually and reasonably incurred by him in connection therewith.
Article VI, Section 4 of the Company’s
By-laws provides that any indemnification under Sections 1 and 2 of Article VI (unless ordered by a court) shall be made by the
Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he had met the applicable standard of conduct set forth in Sections 1 and 2 of Article VI.
Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable but a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.
Article VI, Section 5, of the Company’s
By-laws provides that expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance
of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided in Section 4
of Article VI upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the Company as authorized in Article VI, and, if such
person is a director, upon receipt of a written affirmation of such director’s good faith belief that he has met the standards
of conduct required by the Georgia Code.
Article VI, Section 6, of the Company’s
By-laws provides that Article VI shall not be deemed exclusive of any other rights to which those indemnified may be entitled under
any agreement, vote of shareholders, or disinterested directors or otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators of such person.
Article VI, Section 7, of the Company’s
By-laws provides that the Board of Directors may authorize, by a vote of the majority of the full board, the Company to purchase and
maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company or was serving in any
of such capacities at the request of the Company with any other corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability under the provisions of Article VI.
Insurance
The Company maintains directors’ and officers’
liability insurance policies which provide for payment by the insurers for losses arising from any claim or claims against an officer
or director of the Company by reason of any actual or alleged breach of duty, neglect, error, misstatement, misleading statement, omission
or other act done or wrongfully attempted by them in such capacities, in connection with any matter claimed against them solely by reason
of their serving in any of such capacities, but only when the Company is required or permitted by law to pay amounts as indemnity to
the directors and officers.
