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Item 6.
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Indemnification of Directors and Officers.
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Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) grants the Registrant the authority to
indemnify each of the Registrant’s directors and officers against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by a director or officer that is made a party to
any threatened, pending or completed action, suit or proceeding (whether civil, criminal or otherwise), by reason of the fact that such director or officer is or was a director, officer, employee or agent of the Registrant or by reason of the fact
that such director or officer, at the Registrant’s request, is or was serving at any other corporation or other entity, in any capacity, if such director or officer acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the Registrant’s best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful; provided, that in the case of an action, suit or proceeding
against a director or officer that is brought by the Registrant or in the Registrant’s right, the Registrant may indemnify such director or officer only in respect of expenses (including attorneys’ fees) actually and reasonably incurred by
such director or officer; provided further, that no such indemnity for expenses may be made with respect to any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the Registrant unless, and only to
the extent that, either the Delaware Court of Chancery or the court in which the action, suit or proceeding against such director or officer was brought shall determine upon application that, despite the adjudication of liability to the Registrant
but in view of all the circumstances of the case, such director or officer is nevertheless fairly and reasonably entitled to indemnity from the Registrant for such expenses in an amount deemed proper by such court.
Unless ordered by a court, the determination of whether a then sitting director or officer has met the applicable standard for indemnity,
i.e., that the director or officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the Registrant’s best interests, and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his or her conduct was unlawful, shall be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors
designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the Registrant’s
stockholders.
Section 145 of the DGCL also authorizes the Registrant to advance expenses (including attorneys’ fees) incurred
by a director or officer in defending any action, suit or proceeding against the director or officer prior to a determination of whether the director or officer is actually entitled to indemnity and to purchase insurance for the benefit of a
director or officer against any liability that may be incurred by reason of the fact that the insured was or is a director or officer, regardless of whether the liability insured could have legally been indemnified by the Registrant.
Pursuant to the authority granted the Registrant by Section 145 of the DGCL, the Registrant has provided in the Registrant’s amended
and restated certificate of incorporation and amended and restated bylaws for the indemnification of and advancement of expenses to the Registrant’s directors to the fullest extent authorized or permitted by law as from time to time in effect;
provided, however, the Registrant is required to indemnify, or advance expenses to, any such director in connection with an action, suit, claim or proceeding initiated by such director only if the initiation of such action, suit, claim or proceeding
has been authorized or ratified by the Registrant’s Board of Directors. The Registrant’s amended and restated bylaws provide that the Registrant may, to the extent authorized by the Registrant’s Board of Directors, grant rights of
indemnification and the advancement of expenses (including attorney’s fees) to the Registrant’s officers. The Registrant’s Board of Directors has authorized indemnification of, and advancement of expenses to, the Registrant’s
officers serving as such on or after December 1, 2009. The rights authorized by the Registrant’s Board of Directors for the indemnification of, and advancement of expenses to, the Registrant’s officers serving as such on or after
December 1, 2009 are the same rights that have been afforded the Registrant’s directors pursuant to the Registrant’s amended and restated certificate of incorporation and amended and restated bylaws.
The employment agreement among the Registrant, SemManagement, L.L.C., Rose Rock Midstream GP, LLC and Carlin G. Conner, the Registrant’s
President and Chief Executive Officer, provides Mr. Conner with indemnification and advancement of expenses (including attorney’s fees) to the maximum extent permitted by the Registrant’s amended and restated certificate of
incorporation and amended and restated bylaws, including, if applicable, any directors and officers insurance policies, provided such indemnification shall be on terms no less favorable than provided to any of the Registrant’s other executive
officers or directors. Pursuant to the employment agreement, the Registrant has also agreed to maintain commercially reasonable directors’ and officers’ insurance covering Mr. Conner in such amount and pursuant to such terms as is
typical and customary for companies of similar size and nature to the Registrant.
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