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Corporate Transaction. Our 2026 Plan provides that, in the event of certain significant corporate transactions, 
including:  (1)  a  transfer  of  all  or  substantially  all  of  our  assets;  (2)  a  merger,  consolidation  or  other  capital 
reorganization or business combination transaction of the company with or into another corporation, entity or 
person;  or  (3)  the  consummation  of  a  transaction,  or  series  of  related  transactions,  in  which  any  person 
becomes  the  beneficial  owner,  directly  or  indirectly,  of  more  than  50%  of  the  company’s  then  outstanding 
capital  stock,  each  outstanding  award  will  be  treated  as  the  administrator  determines.  Such  determination, 
without  the  consent  of  any  participant,  may  provide  that  such  awards  will  be  (i)  continued  if  we  are  the 
surviving corporation; (ii) assumed by the surviving corporation or its parent; (iii) substituted by the surviving 
corporation or its parent for a new award; (iv) cancelled in exchange for a payment equal to the excess of the 
fair  market  value  of  our  shares  subject  to  such  award  over  the  exercise  price  or  purchase  price  paid  for  such 
shares;  (v)  subject  to  full  or  partial  acceleration  of  vesting,  settlement,  payment,  and/or  expiration  as  of 
immediately prior to the corporate transaction; (vi) subject to full or partial lapse of forfeiture, repurchase or 
reacquisition rights with respect to shares previously acquired pursuant to any awards as of immediately prior 
to the corporate transaction; (vii) in the case of outstanding options and/or stock appreciation rights, allowed to 
be  exercised  prior  to  the  occurrence  of  the  corporate  transaction  and  terminated  (for  no  consideration)  upon 
the consummation of such corporate transaction if not exercised prior thereto; or (viii) cancelled in exchange 
for no consideration. 

Change  in  Control. The administrator may provide, in an individual award agreement or in any other written 
agreement  between  a  participant  and  us,  that  the  stock  award  will  be  subject  to  additional  acceleration  of 
vesting, settlement, payment, and/or expiration in the event of a change in control. 

Under  our  2026  Plan,  a  “change  in  control”  is  generally  (1)  a  merger,  consolidation,  or  any  other  corporate 
reorganization in which the shares of capital stock of the company immediately before the transaction cease to 
represent  immediately  after  such  transaction  at  least  a  majority  of  the  voting  power  of  the  continuing  or 
surviving  entity  in  substantially  the  same  proportions  immediately  after  such  transaction  as  in  effect  before 
such  transaction;  (2)  with  certain  limited  exceptions,  the  consummation  of  the  sale,  transfer  or  other 
disposition of all or substantially all of our assets; (3) a change in the effective control of the company which 
occurs on the date that a majority of our board members are replaced during any 12-month period by directors 
whose appointment or election is not endorsed by a majority of the members of our board of directors prior to 
the date of the appointment or election; or (4) the consummation of any transaction as a result of which any 
person or company becomes the beneficial owner, directly or indirectly, of at least 50% of the total voting power 
represented by our then outstanding voting securities. No transaction shall constitute a change in control (i) as 
the  result  of  the  initial  effectiveness  of  the  company’s  amended  and  restated  certificate  of  incorporation  that 
will  become  effective  immediately  prior  to  the  effectiveness  of  the  registration  statement  of  which  this 
prospectus forms a part, (ii) pursuant to Section (3) above until after the time at which both the Class F Sunset 
Time  and  the  Class  T  Sunset  Time  have  occurred,  as  such  terms  are  defined  in  the  company’s  amended  and 
restated  certificate  of  incorporation  that  will  become  effective  immediately  prior  to  the  effectiveness  of  the 
registration  statement  of  which  this  prospectus  forms  a  part,  (iii)  if  its  primary  purpose  is  to  change  the 
jurisdiction  of  the  company’s  incorporation  or  to  create  a  holding  company  owned  in  substantially  the  same 
proportions  by  the  persons  who  held  company  securities  immediately  before  such  transactions,  or  (iv)  if 
required for compliance with Section 409A of the Code, a transaction will not be a change in control unless it is 
also  a  “change  in  the  ownership  or  effective  control  of”  the  company  or  “a  change  in  the  ownership  of  a 
substantial portion of the assets of” the company as determined under applicable Treasury regulations.

Compensation Recovery Policy. Awards granted under our 2026 Plan will be subject to reduction, cancellation, 
forfeiture, and/or recoupment in accordance with any compensation recovery policy as may be in effect as of 
the  date  of  grant  of  such  award,  or  as  such  policy  is  amended  or  another  policy  is  adopted  to  comply  with 
applicable laws. In addition, the administrator may impose such other compensation recovery or recoupment 
provisions in any award agreement as it determines necessary or appropriate.

Amendment  or  Termination.   Our administrator has the authority to amend, alter, suspend, or terminate our 
2026  Plan,  provided  such  action  does  not  materially  impair  the  existing  rights  of  any  participant  unless 
otherwise provided in our 2026 Plan or mutually agreed otherwise. Our 2026 Plan will continue in effect until 
terminated by the administrator, but no options that qualify as incentive stock options may be granted after 10 
years  from  the  earlier  of  the  board  or  stockholder  approval  of  our  2026  Plan.  We  will  obtain  stockholder 
approval of any amendment to our 2026 Plan as required by applicable law or listing requirements.

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