Note 14 – Related Party Transactions

In February 2020, our CEO and a member of our Board of Directors purchased from us 13,037 and 1,250 shares, respectively, of our common stock in a public offering at the public offering price for an aggregate $10 million and $1 million, respectively.

In June 2020, our CEO entered into an indemnification agreement with us, for an interim term of 90 days. During the interim term, we are resuming our annual evaluation of all available options for providing directors’ and officers’ indemnity coverage, which we had suspended during the height of shelter-in-place requirements related to the COVID-19 pandemic. As part of such process, we intend to obtain a binding market quote for a directors’ and officers’ liability insurance policy with an aggregate coverage limit of $100 million, which we will weigh in selecting an indemnity coverage option for a customary term following the end of the interim period.

The indemnification agreement provides that our CEO will provide, from his personal funds, directors’ and officers’ indemnity coverage to us during the interim term in the event such coverage is not indemnifiable by us, up to a total of $100 million. In return, we will pay our CEO a one-time fee of $972,361. We will also exercise reasonable best efforts to obtain the market quote described above, and will pay an additional amount to our CEO to reconcile the one-time fee to be equal to the market-based premium for such market quote as prorated for 90 days and further discounted by 50%, if the latter amount is greater.