InfuSystem Holdings, Inc
For the period ended Apr 10, 2025. Filed Apr 10, 2025.
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Apr 10, 2025 · Filed Apr 10, 2025
Contents
APPENDIX D - OFFICER EXCULPATION AMENDMENT
Appendix D
Officer Exculpation Amendment
The amendments to the Amended and Restated Certificate of Incorporation pursuant to the Exculpation Amendment contemplated by Proposal 6 are presented below with additions indicated by bold, underlined text. The full text of the Company’s currently applicable Amended and Restated Certificate of Incorporation was filed as an exhibit to the Company Annual Report on Form 10-K filed with the SEC on March 11, 2025.
The proposed Exculpation Amendment to Article Seventh is set forth below:
SEVENTH: The following paragraphs shall apply with respect to liability and indemnification of officers and directors:
ANo director or officer of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except (i) for any breach of the duty of loyalty of such director or officer to the corporation or its 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 such directors or officers derives an improper personal benefit. If the DGCL is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. No amendment, alteration or repeal of this Article Seventh shall adversely affect any right of, or protection afforded to, a director or officer of the corporation existing immediately prior to such repeal or modification. For purposes of this Article Seventh, “officer” has the meaning provided in Section 102(b)(7) of the DGCL, as it presently exists or may hereafter be amended from time to time.
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