Common use of Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws Clause in Contracts

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws will: • permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change in control; • provide that the authorized number of directors may be changed only by resolution of our board of directors; • provide that our board of directors will be classified into three classes of directors; • provide that, subject to the rights of any series of preferred stock to elect directors, directors may only be removed for cause, which removal may be effected, subject to any limitation imposed by law, by the holders of at least a majority of the voting power of all of our then-outstanding shares of the capital stock entitled to vote generally at an election of directors; • provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; • require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission; • provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice; • provide that special meetings of our stockholders may be called only by the chairman of our board of directors, our chief executive officer or president or by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors; and • not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose. • The amendment of any of these provisions would require approval by the holders of at least 66 2/3 % of the voting power of all of our then-outstanding common stock entitled to vote generally in the election of directors, voting together as a single class. The combination of these provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Because our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms. Choice of Forum Our amended and restated certificate of incorporation will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employee of the Company to us or our stockholders; (3) any action asserting a claim against us arising pursuant to any provision of the DGCL, the Amended and Restated Certificate of Incorporation or the Bylaws of the Company; or (4) any action asserting a claim against us governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and to have consented to these provisions. Transfer Agent and Registrar The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent’s address is P.O. Box 43078, Providence, Rhode Island 02940. The transfer agent for any series of preferred stock that we may offer under this prospectus will be named and described in the prospectus supplement for that series.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Provisions of our amended and restated certificate of incorporation and amended and restated bylaws, may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws willbylaws: • permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change in control; • provide that the authorized number of directors may be changed only by resolution adopted by a majority of our the board of directors; • provide that our the board of directors will be classified into three classes of directors; • provide that, subject to the rights of or any series of preferred stock to elect directors, directors individual director may only be removed for cause, which removal may be effected, subject to any limitation imposed by law, by with cause and the affirmative vote of the holders of at least a majority 66 2/3% of the voting power of all of our then-then outstanding shares of the capital stock entitled to vote generally at an election of directorscommon stock; • provide that all vacancies, including newly created directorships, may, except as otherwise required by lawlaw or subject to the rights of holders of preferred stock as designated from time to time, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; • divide our board of directors into three classes; • require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission; • provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice; • provide that special meetings of our stockholders may be called only by the chairman of our board of directors, our chief executive officer or president or by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors; and • do not provide for cumulative voting rights, rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose. ); • The amendment provide that special meetings of any of these provisions would require approval our stockholders may be called only by the holders of at least 66 2/3 % chairman of the voting power of all of board, our then-outstanding common stock entitled to vote generally in Chief Executive Officer or by the election of directors, voting together as a single class. The combination of these provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party pursuant to obtain control a resolution adopted by a majority of us by replacing our board the total number of directors. Because our board of authorized directors has the power to retain (whether or not there exists any vacancies); and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms. Choice of Forum Our amended and restated certificate of incorporation will • provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, directors or officers or other employee of the Company to us or our stockholders; , (3) any action asserting a claim against the us arising pursuant to any provision of the DGCLDGCL or our certificate of incorporation or bylaws, the Amended and Restated Certificate of Incorporation or the Bylaws of the Company; or (4) any action asserting a claim against us governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring The amendment of any interest in of these provisions, with the exception of the ability of our board of directors to issue shares of capital preferred stock and designate any rights, preferences and privileges thereto, would require the affirmative vote of the Company shall be deemed to have notice holders of and to have consented to these provisionsat least 66 2/3% of the voting power of all of our then outstanding common stock. Transfer Agent and Registrar The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agentagent and registrar’s address is P.O. Box 43078000 Xxxxxx Xxxxxx, ProvidenceCanton, Rhode Island 02940Massachusetts 02021. The transfer agent for any series of preferred stock that we may offer under this prospectus will be named and described in the prospectus supplement for that series. Listing on the Nasdaq Global Select Market Our common stock is listed on the Nasdaq Global Select Market under the symbol “TOCA”.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Provisions of our amended and restated certificate of incorporation and amended and restated bylaws, may delay or discourage transactions involving an actual or potential change in its control or change in its management, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws willbylaws: • permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change in control; • provide that the authorized number of directors may be changed only by resolution adopted by a majority of our board of directors; • provide that our the board of directors will be classified into three classes of directors; • provide that, subject to the rights of or any series of preferred stock to elect directors, directors individual director may only be removed for cause, which removal may be effected, subject to any limitation imposed by law, by with cause and the affirmative vote of the holders of at least a majority 66 2/3% of the voting power of all of our then-its then outstanding shares of the capital stock entitled to vote generally at an election of directorsForte common stock; • provide that all vacancies, including newly created directorships, may, except as otherwise required by lawlaw or subject to the rights of holders of preferred stock as designated from time to time, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; • divides our board of directors into three classes; • require that any action to be taken by our its stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission; • provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice; • provide that special meetings of our stockholders may be called only by the chairman of our board of directors, our chief executive officer or president or by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors; and • do not provide for cumulative voting rights, rights (therefore allowing the holders of a majority of the shares of our common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose. ); • The amendment provide that special meetings of any of these provisions would require approval its stockholders may be called only by the holders of at least 66 2/3 % of the voting power of all chairman of our then-outstanding common stock entitled to vote generally in the election board of directors, voting together as a single class. The combination of these provisions will make it more difficult for our existing stockholders to replace its Chief Executive Officer or by our board of directors as well as for another party pursuant to obtain control a resolution adopted by a majority of us by replacing our board the total number of directors. Because our board of authorized directors has the power to retain (whether or not there exists any vacancies); and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms. Choice of Forum Our amended and restated certificate of incorporation will • provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our its behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directorsits directors or officers to its or its stockholders, officers or other employee of the Company to us or our stockholders; (3) any action asserting a claim against us it arising pursuant to any provision of the DGCLDGCL or its amended and restated certificate of incorporation or amended and restated bylaws, the Amended and Restated Certificate of Incorporation or the Bylaws of the Company; or (4) any action asserting a claim against us it governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring The amendment of any interest in of these provisions, with the exception of the ability of our board of directors to issue shares of capital preferred stock and designate any rights, preferences and privileges thereto, would require the affirmative vote of the Company shall be deemed to have notice holders of and to have consented to these provisionsat least 66 2/3% of the voting power of all of the outstanding Forte common stock. Transfer Agent and Registrar The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agentagent and registrar’s address is P.O. Box 43078000 Xxxxxx Xxxxxx, ProvidenceCanton, Rhode Island 02940Massachusetts 02021. The transfer agent for any series of preferred Listing on the Nasdaq Capital Market Our common stock that we may offer is listed on the Nasdaq Capital Market under this prospectus will be named and described in the prospectus supplement for that seriessymbol “FBRX”.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Among other things, our amended and restated Our certificate of incorporation and amended and restated bylaws will: • permit provides for our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change in control; • provide that the authorized number of directors may be changed only by resolution of our board of directors; • provide that our board of directors will be classified divided into three classes with staggered three-year terms. Only one class of directors; • provide that, subject to the rights of any series of preferred stock to elect directors, directors may only be removed for cause, which removal may be effected, subject to any limitation imposed by law, by the holders of is elected at least a majority of the voting power of all each annual meeting of our thenstockholders, with the other classes continuing for the remainder of their respective three-outstanding shares of the capital stock entitled to vote generally at an election of directors; • provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; • require that any action to be taken by year terms. Because our stockholders must be effected at a duly called annual or special meeting of stockholders and do not be taken by written consent or electronic transmission; • provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice; • provide that special meetings of our stockholders may be called only by the chairman of our board of directors, our chief executive officer or president or by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors; and • not provide for have cumulative voting rights, therefore allowing the holders of a majority of the outstanding shares of Class A common stock entitled to vote in any election of directors to can elect all of the directors standing for election, if they should so choose. • The amendment , other than any directors that holders of any preferred stock we may issue may be entitled to elect. Our certificate of these provisions would require approval incorporation also provide that directors may be removed by the holders stockholders only for cause upon the affirmative vote of at least 66 2/3 % sixty-six and two-thirds percent (662/3%) of the voting power of all of our then-outstanding common shares of our capital stock entitled to vote generally in the at an election of the directors. Our certificate of incorporation and bylaws provide that no action shall be taken by our stockholders except at an annual or special meeting of stockholders called in accordance with our bylaws, voting together as and no action of our stockholders shall be taken by written consent or electronic transmission. Our bylaws also provides that a single class. The combination special meeting of these provisions will make it more difficult for stockholders may be called only by our existing stockholders to replace our board chairperson of directors as well as for another party to obtain control the board, chief executive officer or president, or by a resolution adopted by a majority of us by replacing our board of directors. Because our Our bylaws also establishes advance notice procedures with respect to stockholder proposals to be brought before a stockholder meeting and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors has or a committee of the power to retain and discharge our officersboard of directors. The amendment of any of the above provisions, these provisions could also make it more difficult except for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes provision making it possible for our board of directors to issue preferred stock with stock, would require approval by holders of at least two-thirds of the total voting or other rights or preferences that could impede the success power of any attempt to change our control. These provisions are intended to enhance the likelihood of continued stability in the composition all of our board outstanding voting stock. The provisions of directors Delaware law, our certificate of incorporation and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions bylaws could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As attempting hostile takeovers and, as a consequence, these provisions they may also inhibit temporary fluctuations in the market price of our Class A common stock that could often result from actual or rumored hostile takeover attempts. We believe that These provisions may also have the benefits effect of these provisions, including increased protection preventing changes in the composition of our potential ability board and management. It is possible that these provisions could make it more difficult to negotiate with the proponent of an unfriendly or unsolicited proposal accomplish transactions that stockholders may otherwise deem to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result be in an improvement of their termsbest interests. Choice of Forum Our amended and restated certificate of incorporation will provide provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), the Court of Chancery of the State of Delaware will be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (1i) any derivative action or proceeding brought on our behalf, ; (2ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employee of the Company to us or our stockholdersduty; (3iii) any action asserting a claim against us or our directors, officers, or employees arising pursuant to any provision under the Delaware General Corporation Law, our certificate of the DGCL, the Amended incorporation or our bylaws; and Restated Certificate of Incorporation or the Bylaws of the Company; or (4iv) any action asserting a claim against us that is governed by the internal affairs doctrine. Any person The provisions would not apply to suits brought to enforce a duty or entity purchasing or otherwise acquiring any interest in shares liability created by the Exchange Act. Our certificate of capital stock incorporation further provides that the federal district courts of the Company shall be deemed to have notice United States of and to have consented to these provisions. Transfer Agent and Registrar The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent’s address is P.O. Box 43078, Providence, Rhode Island 02940. The transfer agent for any series of preferred stock that we may offer under this prospectus America will be named and described in the prospectus supplement exclusive forum for that seriesresolving any complaint asserting a cause of action arising under the Securities Act.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Provisions of our amended and restated certificate of incorporation and amended and restated bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws willbylaws: • permit our board of directors to issue up to 10,000,000 5,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, designate (including the right to approve an acquisition or other change in our control); • provide that the authorized number of directors may be changed only by be resolution of our board of directors; • provide that our board of directors will be classified into three classes of directors; • provide that, subject to the rights of any series of preferred stock to elect directors, directors may only be removed for cause, which removal may be effected, subject to any limitation imposed by law, by the holders of at least a majority of the voting power of all of our then-outstanding shares of the capital stock entitled to vote generally at an election of directors; • provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; • require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmissionconsent; • provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writingwriting in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice; • provide that special meetings of our stockholders may be called only by the chairman of our board of directors, our chief executive officer or president or by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors; and • do not provide for cumulative voting rights, rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose); and • provide that special meetings of our stockholders may be called only by the chairman of the board, our chief executive officers or by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors. • The amendment of any of these provisions provisions, with the exception of the ability of our board of directors to issue shares of preferred stock and designate any rights, preferences and privileges thereto, would require approval by the holders of at least 66 2/3 2/3% of the voting power of all of our then-then outstanding common stock entitled to vote generally in the election of directors, voting together as a single class. The combination of these provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Because our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their termsstock. Choice of Forum Our amended and restated certificate of incorporation will provide that provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall (or, if and only if is the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) for: • any derivative action or proceeding brought on our behalf, (2) ; • any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employee of the Company to us or our stockholdersduty; (3) • any action asserting a claim against us arising pursuant to any provision of the DGCL, the Amended our amended and Restated Certificate restated certificate of Incorporation incorporation or the Bylaws of the Companyour amended and restated bylaws; or (4) • any action asserting a claim against us that is governed by the internal affairs doctrine. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in such action. These provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act, Securities Act or any other claim for which the federal courts have exclusive or concurrent jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company our securities shall be deemed to have notice of and to have consented to these provisions. Our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our shareholders will not be deemed to have waived our compliance with these laws, rules and regulations. The provisions of the DGCL, our amended and restated certificate of incorporation and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests. Nasdaq Capital Market Listing Our common stock is listed on The Nasdaq Capital Market under the symbol “CERC.” Transfer Agent and Registrar The transfer agent and registrar for our common stock is Computershare American Stock Transfer & Trust Company, N.A. The transfer agent’s address is P.O. Box 43078, Providence, Rhode Island 02940LLC. The transfer agent and registrar’s address is 0000 00xx Xxxxxx, Xxxxxxxx, XX 00000. The transfer agent and registrar for any series of preferred stock that we may offer under this prospectus will be named and described set forth in the each applicable prospectus supplement for that seriessupplement.