Small print.
Wide open.

In addition, we expect to adopt amended and restated bylaws, which will become effective immediately prior to 
the completion of this offering, and which will provide that we will indemnify, to the fullest extent permitted by 
law, any 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 directors or officers or is or was serving at our request as a 
director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our amended 
and restated bylaws are expected to provide that we may indemnify to the fullest extent permitted by law any 
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 is or was 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 the 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. At present, we are not aware of any pending litigation 
or proceeding involving any person who is or was one of our directors, officers, employees, or other agents or is 
or was serving at our request as a director, officer, employee, or agent of another corporation, partnership, joint 
venture, trust, or other enterprise, for which indemnification is sought, and we are not aware of any threatened 
litigation  that  may  result  in  claims  for  indemnification.  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  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  to  be  filed  as  Exhibit  1.1  to  this  registration  statement  will  provide  for 
indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the 
Securities Act or otherwise. 

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