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prepare  the  report  of  the  audit  committee  for  inclusion  in  our  proxy  statements  to  be  filed  with  the 
SEC;

develop procedures for employees to submit concerns anonymously about questionable accounting or 
audit matters; 

review our policies on risk assessment and risk management; 

review related person transactions; and 

approve  or,  as  required,  pre-approve,  all  audit  and  all  permissible  non-audit  services,  other  than  de 
minimis non-audit services, to be performed by the independent registered public accounting firm. 

Our audit committee will operate under a written charter, to be effective prior to the completion of this offering, 
that  satisfies  the  applicable  rules  and  regulations  of  the  SEC  and  the  listing  standards  of  the  Nasdaq  Global 
Select Market.

Compensation Committee 

Our  compensation  committee  consists  of  Dr.  Narasimhan  and  Ms.  Razavi,  with  Dr.  Narasimhan  serving  as 
Chairperson. Each member of the compensation committee will meet the requirements for independence under 
the  listing  standards  of  the  Nasdaq  Global  Select  Market  and  will  be  a  non-employee  director,  as  defined 
pursuant to Rule 16b-3 promulgated under the Exchange Act. Our board of directors has determined that each 
of Dr. Narasimhan and Ms. Razavi meets the requirements for independence under the listing standards of the 
Nasdaq Global Select Market and is a non-employee director, as defined pursuant to Rule 16b-3 promulgated 
under  the  Exchange  Act.  We  believe  that  the  composition  and  functioning  of  our  compensation  committee 
complies  with  all  applicable  requirements  of  the  Sarbanes-Oxley  Act  and  all  applicable  SEC  rules  and 
regulations. Following the completion of this offering, our compensation committee will, among other things: 

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review,  approve,  and  determine,  or  make  recommendations  to  our  board  of  directors  regarding,  the 
compensation of our executive officers;

review and approve, or make recommendations to our board of directors regarding, our compensation 
strategy and practices with respect to our executive officers; 

administer  our  equity-based  and  other  compensation  plans,  except  with  respect  to  non-employee 
members of our board of directors; 

review and adopt, or make recommendations to our board of directors regarding, new, or amendments 
to existing, compensation plans, including any equity-based plans; 

review and approve, or make recommendations to our board of directors regarding, any employment 
agreements,  severance  agreements,  change  in  control  protections,  indemnification  agreements,  and 
other similar arrangements, policies, and plans for any of our executive officers;

to the extent it determines it is necessary or appropriate, retain any compensation consultants, outside 
legal counsel, or other advisors;

review  and  discuss  with  management  the  “Compensation  Discussion  and  Analysis”  required  to  be 
included in our proxy statement and annual report on Form 10-K to be filed with the SEC; and 

take any action that our compensation committee determines is necessary or appropriate with respect 
to our broad-based employee benefit plans, policies, and programs.

Our compensation committee will operate under a written charter, to be effective prior to the completion of this 
offering, that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq 
Global Select Market. 

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