Not applicable.
Item
6. Indemnification of Directors and Officers.
Section 302A.521, subd. 2, of the Minnesota Business Corporation
Act (the “MBCA”) requires Deluxe to indemnify a person made or threatened to be made a party to a proceeding by reason of
the former or present official capacity of the person with respect to Deluxe against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys’
fees and disbursements, incurred by the person in connection with the proceeding (collectively, “Losses”) if, with respect
to the same acts or omissions, such person: (1) has not been indemnified by another organization or employee benefit plan for the
same Losses; (2) acted in good faith; (3) received no improper personal benefit, and statutory procedures have been followed
in the case of any conflict of interest by a director; (4) in the case of a criminal proceeding, had no reasonable cause to believe
the conduct was unlawful; and (5) in the case of acts or omissions occurring in the person’s official capacity as director,
officer, member of a committee of the board or employee, reasonably believed that the conduct was in the best interests of the corporation,
or in the case of acts or omissions occurring in a director’s, officer’s or employee’s capacity as a director, officer,
partner, trustee, employee or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the corporation. If the person's acts or omissions complained of in the proceeding relate to conduct as a director,
officer, trustee, employee, or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of
the corporation if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the
employee benefit plan.
Article XII of Deluxe’s Amended and Restated Articles of
Incorporation provides that no director of Deluxe shall be personally liable to Deluxe or its shareholders for monetary damages for breach
of fiduciary duty by such director as a director. Article XII does not, however, limit or eliminate the liability of a director to
the extent provided by applicable law for (i) any breach of the director’s duty of loyalty to Deluxe or its shareholders, (ii) acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) authorizing a dividend,
stock repurchase or redemption or other distribution in violation of Minnesota law or for violation of certain provisions of Minnesota
securities laws or (iv) any transaction from which the director derived an improper personal benefit.
Article V of the Bylaws of Deluxe provide that Deluxe shall indemnify
all officers and directors of Deluxe for such expenses and liabilities, in such manner, under such circumstances and to the fullest extent
as permitted by the MBCA. Unless otherwise approved by the board of directors, Deluxe shall not indemnify any officer or director of Deluxe
who is not otherwise entitled to indemnification pursuant to the prior sentence.
Deluxe maintains an insurance policy or policies to assist in funding
the indemnification of directors and officers for certain liabilities.
Item
9. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
