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person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of 
the  fact  that  they  are  or  were  one  of  our  employees  or  agents  or  are  or  were  serving  at  our  request  as  an 
employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our amended 
and restated bylaws will also provide that we must advance expenses incurred by or on behalf of a director or 
officer in advance of the final disposition of any action or proceeding, subject to limited exceptions. 

Further,  we  have  entered  into  or  will  enter  into  indemnification  agreements  with  each  of  our  directors  and 
executive  officers  that  may  be  broader  than  the  specific  indemnification  provisions  contained  in  the  DGCL. 
These  indemnification  agreements  require  us,  among  other  things,  to  indemnify  our  directors  and  executive 
officers against liabilities that may arise by reason of their status or service. These indemnification agreements 
also  require  us  to  advance  all  expenses  incurred  by  the  directors  and  executive  officers  in  investigating  or 
defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and 
retain qualified individuals to serve as directors and executive officers. 

The limitation of liability and indemnification provisions that are expected to be included in our amended and 
restated  certificate  of  incorporation,  amended  and  restated  bylaws,  and  indemnification  agreements  that  we 
have entered into or will enter into with our directors and executive officers may discourage stockholders from 
bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also 
reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, 
if  successful,  might  benefit  us  and  other  stockholders.  Further,  a  stockholder’s  investment  may  be  adversely 
affected  to  the  extent  that  we  pay  the  costs  of  settlement  and  damage  awards  against  directors  and  executive 
officers  as  required  by  these  indemnification  provisions.  We  cannot  predict  whether,  when,  or  the  amount  of 
any future claims for indemnification in connection with any settlement or judgment. Under Delaware law and 
our  amended  and  restated  certificate  of  incorporation,  in  the  absence  of  a  conflict  of  interest,  no  failure  to 
satisfy  the  balancing  obligations  associated  with  our  status  as  a  PBC  shall,  for  purposes  of  the  exculpation, 
advancement, and indemnification rights of our directors and officers, constitute an act or omission not in good 
faith, or a breach of the duty of loyalty.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided 
to  our  directors  and  executive  officers  against  loss  arising  from  claims  made  by  reason  of  breach  of  fiduciary 
duty  or  other  wrongful  acts  as  a  director  or  executive  officer,  including  claims  relating  to  public  company 
securities matters, and to us with respect to payments that may be made by us to these directors and executive 
officers pursuant to our indemnification obligations or otherwise as a matter of law. 

Certain  of  our  non-employee  directors  may,  through  their  relationships  with  their  employers,  be  insured  or 
indemnified against certain liabilities incurred in their capacity as members of our board of directors. 

The  underwriting  agreement  will  provide  for  indemnification  by  the  underwriters  of  us  and  our  officers  and 
directors for certain liabilities. 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, 
or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the 
opinion  of  the  SEC,  such  indemnification  is  against  public  policy  as  expressed  in  the  Securities  Act  and  is 
therefore unenforceable. 

Policies and Procedures for Related Person Transactions 

Following  the  completion  of  this  offering,  our  audit  committee  will  have  the  primary  responsibility  for 
reviewing and approving or disapproving “related person transactions,” which are transactions between us and 
related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in 
which a related person has or will have a direct or indirect material interest. Upon completion of this offering, 
our policy regarding transactions between us and related persons will provide that a related person is defined as 
a  director,  executive  officer,  nominee  for  director,  or  greater  than  5%  beneficial  owner  of  any  class  of  our 
outstanding voting securities, in each case since the beginning of the most recently completed year, and any of 
their  immediate  family  members.  Our  audit  committee  charter  that  will  be  in  effect  upon  completion  of  this 
offering  will  provide  that  our  audit  committee  shall  review  and  approve  or  disapprove  any  related  person 
transactions.

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