Small print.
Wide open.

Part II 

INFORMATION NOT REQUIRED IN PROSPECTUS 

Item 13.

Other Expenses of Issuance and Distribution. 

The  following  table  sets  forth  all  expenses  to  be  paid  by  us,  other  than  underwriting  discounts  and 
commissions, upon completion of this offering. All amounts shown are estimates except for the SEC registration 
fee, the FINRA filing fee, and the exchange listing fee. 

SEC registration fee

FINRA filing fee

Exchange listing fee

Printing and engraving expenses

Legal fees and expenses

Accounting fees and expenses

Transfer agent and registrar fees

Miscellaneous expenses

Total

_____________
*

To be filed by amendment. 

Amount
to be
Paid 

$

$

*

*

*

*

*

*

*

*

*

Item 14.

Indemnification of Directors and Officers. 

Section 145 of the DGCL authorizes a corporation’s board of directors to grant, and authorizes a court to award, 
indemnity to officers, directors, and other corporate agents. 

We  expect  to  adopt  an  amended  and  restated  certificate  of  incorporation,  which  will  become  effective 
immediately prior to the completion of this offering, and which will contain provisions that limit the liability of 
our  directors  and  certain  officers  for  monetary  damages  to  the  fullest  extent  permitted  by  Delaware  law. 
Consequently,  neither  our  directors  nor  certain  officers  will  be  personally  liable  to  us  or  our  stockholders  for 
monetary damages for any breach of fiduciary duties as directors or officers, as applicable, except liability for 
the following: 

•

•

•

•

•

any breach of the director’s or officer’s duty of loyalty to our company or our stockholders; 

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of 
law; 

for  our  directors,  unlawful  payments  of  dividends  or  unlawful  stock  repurchases  or  redemptions  as 
provided in Section 174 of the DGCL; 

any transaction from which the director or officer derived an improper personal benefit; or

for our officers, any action by or in the right of the corporation. 

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in 
respect of any act, omission, or claim that occurred or arose prior to that amendment or repeal. If the DGCL is 
amended to provide for further limitations on the personal liability of directors or officers of corporations, then 
the personal liability of our directors and officers will be further limited to the greatest extent permitted by the 
DGCL. 

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