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for this type of balancing litigation, which may create uncertainty around the scope of our directors’ obligations 
or the remedies available to stockholders. Additionally, any such litigation may be costly, which may adversely 
affect our business, financial condition, and results of operations.

Our  amended  and  restated  bylaws  will  designate  a  state  or  federal  court  located  within  the 
State  of  Delaware  as  the  exclusive  forum  for  substantially  all  disputes  between  us  and  our 
stockholders,  and  also  provide  that  the  federal  district  courts  will  be  the  exclusive  forum  for 
resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as 
amended,  each  of  which  may  limit  our  stockholders’  ability  to  choose  the  judicial  forum  for 
disputes with us or our directors, officers, stockholders, or employees.

Our  amended  and  restated  bylaws,  which  will  become  effective  immediately  prior  to  the  completion  of  this 
offering,  will  provide  that,  unless  we  consent  in  writing  to  the  selection  of  an  alternative  forum,  the  Court  of 
Chancery  of  the  State  of  Delaware  (or,  if  the  Court  of  Chancery  of  the  State  of  Delaware  does  not  have 
jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) will, to the 
fullest  extent  permitted  by  law,  be  the  sole  and  exclusive  forum  for  (i)  any  derivative  action  or  proceeding 
brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current 
or  former  directors,  stockholders,  or  officers  or  other  employees  to  us  or  our  stockholders,  (iii)  any  action 
arising pursuant to any provision of the DGCL, or as to which the DGCL confers jurisdiction upon the Court of 
Chancery  of  the  State  of  Delaware,  (iv)  any  action  arising  pursuant  to  or  to  interpret,  apply,  enforce  or 
determine the validity of our amended and restated certificate of incorporation, or our amended and restated 
bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine, except for, in all cases, any 
claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of 
such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 
days following such determination).

Section 22 of the Securities Act of 1933, as amended (the “Securities Act”), establishes concurrent jurisdiction 
for  federal  and  state  courts  over  Securities  Act  claims.  Accordingly,  both  state  and  federal  courts  have 
jurisdiction to hear such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of 
inconsistent  or  contrary  rulings  by  different  courts,  among  other  considerations,  our  amended  and  restated 
bylaws will also provide that, unless we consent in writing to the selection of an alternative forum, the federal 
district  courts  of  the  United  States  will,  to  the  fullest  extent  permitted  by  applicable  law,  be  the  sole  and 
exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities 
Act  against  any  person  in  connection  with  any  offering  of  our  securities,  including,  without  limitation,  any 
auditor, underwriter, expert, control person, or other defendant. Unless we consent in writing to the selection of 
an  alternative  forum,  the  United  States  District  Court  for  the  District  of  Delaware  will,  to  the  fullest  extent 
permitted  by  applicable  law,  be  the  sole  and  exclusive  forum  for  the  resolution  of  any  derivative  action  or 
proceeding  brought  to  enforce  any  duty  or  liability  created  by  the  Exchange  Act  or  the  rules  or  regulations 
thereunder. All other claims arising under the Exchange Act may be brought in any federal court of competent 
jurisdiction.

Any person or entity purchasing, holding, or otherwise acquiring any interest in any of our securities shall be 
deemed to have notice of and consented to the foregoing bylaw provisions. Although we believe these exclusive 
forum provisions benefit us by providing increased consistency in the application of Delaware law and federal 
securities  laws  in  the  types  of  lawsuits  to  which  each  applies,  the  exclusive  forum  provisions  may  limit  a 
stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our current or 
former directors, officers, stockholders, or other employees, which may discourage lawsuits with respect to such 
claims  against  us  and  our  current  and  former  directors,  officers,  stockholders,  or  other  employees.  Our 
stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules 
and regulations thereunder as a result of our exclusive forum provisions.

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