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Control.”  Upon  the  termination  of  the  Rao  Offer  Letter,  we  entered  into  a  letter  agreement  with  Mr.  Rao  as 
described below.

In addition, each NEO is subject to our standard confidential information and invention assignment agreement 
which  provides  for  restrictions  on  employee  non-solicitation  (during  employment  and  for  12  months  post-
termination),  customer  non-solicitation  (during  employment),  confidentiality  (perpetual),  and  assignment  of 
intellectual property rights.

Termination and Change of Control Benefits 

The employment of our NEOs is “at-will,” meaning we can terminate them at any time, and they can terminate 
their  employment  with  us  at  any  time.  Other  than  Mr.  Rao,  our  NEOs  were  not  entitled  to  any  severance  or 
change of control benefits during 2025.

During  2025,  the  Rao  Offer  Letter  provided  that  if,  at  any  time,  his  employment  was  terminated  by  the 
company without “cause” or he resigned for “good reason” (as such terms were defined in the Rao Offer Letter), 
then, subject to his execution of a release of claims in favor of the company and other conditions, he would be 
entitled to the following severance payments and benefits: (i) an amount equal to six months of his then-current 
base  salary,  (ii)  payment  of  monthly  premiums  for  coverage  under  the  Consolidated  Omnibus  Budget 
Reconciliation Act (“COBRA”) for up to six months, and (iii) accelerated vesting as to 1/8th of the Rao Options.

The Rao Offer Letter further provided that if, within 30 days prior to, upon, or at any time following a “change 
of control” (as defined in our 2021 Plan), his employment was terminated by the company without cause or he 
resigned for good reason, then, subject to his execution of a release of claims in favor of the company and other 
conditions, 100% of any then unvested shares subject to his then outstanding equity awards, including the Rao 
Options,  would  accelerate  and  vest.  If,  in  the  change  of  control,  his  then-outstanding  equity  awards  would 
otherwise have been terminated for no consideration at the closing of the change of control event, then those 
awards would instead have become fully vested as of immediately prior to such closing. Upon the termination of 
the Rao Offer Letter in October 2026, we entered into a letter agreement with Mr. Rao continuing the change of 
control vesting acceleration benefit described herein on the same terms, without alteration.

For  additional  information  regarding  the  severance  and  change  of  control  benefits  for  our  NEOs,  see  the 
sections titled “—Post-Fiscal Year End Compensation Changes and Equity Awards” and “—Potential Payments 
upon Termination or Change of Control.”

Other Compensation Governance Practices

Compensation Recovery Policy

We have adopted an executive compensation recoupment policy intended to comply with the requirements of 
Rule  10D-1  under  the  Exchange  Act  and  the  rules  of  the  stock  exchange  on  which  our  securities  are  listed 
(“Clawback  Policy”)  that  will  be  effective  upon  the  effectiveness  of  the  registration  statement  of  which  this 
prospectus  forms  a  part.  The  Clawback  Policy  will  generally  require  us  to  recover  erroneously  awarded 
incentive-based compensation that was received by covered executive officers in the event we are required to 
prepare  an  accounting  restatement  due  to  any  material  noncompliance  with  any  financial  reporting 
requirement  under  the  securities  laws  (including  any  required  accounting  restatement  to  correct  an  error  in 
previously  issued  financial  statements  that  is  material  to  the  previously  issued  financial  statements),  or  that 
would result in a material misstatement if the error were corrected in the current period or left uncorrected in 
the current period. The Clawback Policy generally covers incentive-based compensation received on or after the 
effective  date  of  the  Clawback  Policy  and  during  the  three-year  period  prior  to  the  date  we  are  required  to 
prepare  the  financial  restatement.  The  amount  required  to  be  recovered  is  the  excess  of  the  amount  of 
incentive-based compensation received over the amount that otherwise would have been received based on the 
restated financial measure.

Hedging, Pledging, and Insider Trading

We  are  dedicated  to  fostering  high  standards  of  ethical  business  conduct  and  adherence  to  applicable  laws, 
rules, and regulations. Accordingly, we maintain our Insider Trading Policy, which we believe is appropriately 

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