Common use of Rights and Preferences Clause in Contracts

Rights and Preferences. Holders of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Preferred Stock Under our amended and restated certificate of incorporation, our board of directors has the authority, without further action by stockholders, to designate up to 10,000,000 shares of preferred stock in one or more series and to fix or alter, from time to time, the designations, powers and rights of each series of preferred stock and the qualifications, limitations or restrictions of any series of preferred stock, including dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and the liquidation preference of any wholly unissued series of preferred stock, any or all of which may be greater than the rights of the common stock, and to establish the number of shares constituting any such series. To date, none of the 10,000,000 authorized shares of preferred stock have been designated by our board of directors. Our board of directors will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and any applicable prospectus supplements in the certificate of designation relating to each such series. We will incorporate by reference as an exhibit to the registration statement of which this prospectus is a part or as an exhibit to one or more Current Reports on Form 8-K, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. This description will include: • the title and stated value; • the number of shares we are offering; • the liquidation preference per share; • the purchase price per share; • the dividend rate per share, dividend period, payment date or dates and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • our right, if any, to defer payment of dividends and the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any; • the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; • any listing of the preferred stock on any securities exchange or market; • whether the preferred stock will be convertible into our common stock or other securities of ours, including warrants, and, if applicable, the conversion price, or how it will be calculated, and under what circumstances and the mechanism by which it may be adjusted, and the conversion period; • whether the preferred stock will be exchangeable into debt securities or other securities of ours, and, if applicable, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted, and the exchange period; • voting rights, if any; • preemptive rights, if any; • restrictions on transfer, sale or other assignment, if any; • whether interests in the preferred stock will be represented by depositary shares; • a discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; • the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; • any limitations on issuances of any class or series of preferred stock ranking senior to or on parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, privileges, qualifications or limitations of, or restrictions on the preferred stock. If we issue and sell shares of preferred stock pursuant to this prospectus, together with any applicable prospectus supplement or free writing prospectus, the shares will be fully paid and nonassessable. The laws of the state of Delaware, the state of our incorporation, provide that the holders of preferred stock will have the right to vote separately, as a class, on any proposal involving fundamental changes in the rights of holders of such preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation. The issuance of preferred stock could adversely affect the voting power, conversion or other rights of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. Preferred stock could be issued quickly with terms designed to delay, deter or prevent a change in control of our company or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our common stock. Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, Our Bylaws and Delaware Law Delaware Anti-Takeover Law We are subject to Section 203 of the DGCL, which generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless: • prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • the interested stockholder owned at least 85% of the voting stock of the corporation outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and

Rights and Preferences. Holders of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our its common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Preferred Stock Under our amended and restated certificate of incorporation, our board of directors has the authority, without further action by stockholders, to designate up to 10,000,000 shares of preferred stock in one or more series and to fix or alter, from time to time, the designations, powers and rights of each series of preferred stock and the qualifications, limitations or restrictions of any series of preferred stock, including dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and the liquidation preference of any wholly unissued series of preferred stock, any or all of which may be greater than the rights of the our common stock, and to establish the number of shares constituting any such series. To date, none of the 10,000,000 authorized shares of preferred stock have been designated by our board of directors. Our board of directors will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and any applicable prospectus supplements in the certificate of designation relating to each such series. We will incorporate by reference as an exhibit to the registration statement of which this prospectus is a part or as an exhibit to one or more Current Reports on Form 8-K, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. This description will includeincluding: • the title and stated value; • the number of shares we are offering; • the liquidation preference per share; • the purchase price per share; • the dividend rate per share, dividend period, payment date or dates and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • our Our right, if any, to defer payment of dividends and the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any; • the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; • any listing of the preferred stock on any securities exchange or market; • whether the preferred stock will be convertible into our common stock or other securities of ours, including warrants, and, if applicable, the conversion price, or how it will be calculated, and under what circumstances and the mechanism by which it may be adjusted, and the conversion period; • whether the preferred stock will be exchangeable into debt securities or other securities of ours, and, if applicable, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted, and the exchange period; • voting rights, if any; • preemptive rights, if any; • restrictions on transfer, sale or other assignment, if any; • whether interests in the preferred stock will be represented by depositary shares; • a discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; • the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; • any limitations on issuances of any class or series of preferred stock ranking senior to or on parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, privileges, qualifications or limitations of, or restrictions on the preferred stock. If we issue and sell shares of preferred stock pursuant to this prospectus, together with any applicable prospectus supplement or free writing prospectus, the shares will be fully paid and nonassessable. The laws of the state of Delaware, the state of our incorporation, provide that the holders of preferred stock will have the right to vote separately, as a class, on any proposal involving fundamental changes in the rights of holders of such preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation. The issuance of preferred stock could adversely affect the voting power, conversion or other rights of holders of our common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. Preferred stock could be issued quickly with terms designed to delay, deter or prevent a change in control of our company Forte or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our Forte common stock. Anti-Takeover Effects of Provisions of Our Forte’s Amended and Restated Certificate of Incorporation, Our Forte’s Amended and Restated Bylaws and Delaware Law Delaware Anti-Takeover Law We are subject to Section 203 of the DGCL, which generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless: • prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • the interested stockholder owned at least 85% of the voting stock of the corporation outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and

Rights and Preferences. Holders of our common stock have no preemptive, conversion conversion, subscription or subscription other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, to and may be adversely affected by, by the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Preferred Stock Under Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority, without further action by our stockholders, to designate issue up to 10,000,000 shares of preferred stock in one or more series and to fix or alterthe number, from time to timerights, the designationspreferences, powers privileges and rights of each series of preferred stock restrictions thereof. These rights, preferences and the qualifications, limitations or restrictions of any series of preferred stock, including privileges could include dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including redemption, liquidation preferences and sinking fund provisions), redemption price or pricesterms, and the liquidation preference number of shares constituting any wholly unissued series or the designation of preferred stocksuch series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control or other corporate action, or make the removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of the common stock, and to establish the number of shares constituting any such series. To date, none of the 10,000,000 authorized shares of preferred stock have been designated by our board of directors. Our board of directors will fix the rightsdesignations, preferencesvoting powers, privilegespreferences and rights of each series, qualifications and as well as the qualifications, limitations or restrictions thereof, of the preferred stock of each series that we sell offer under this prospectus and any applicable prospectus supplements in the certificate of designation relating to each such that series. We will incorporate by reference file as an exhibit to the registration statement of which this prospectus is a part part, or as an exhibit to one or more Current Reports on Form 8-Kwill incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of the related that series of preferred stock. This description will include: • the title and stated value; • the number of shares we are offering; • the liquidation preference per share; • the purchase price per share; • the dividend rate per share, dividend period, period and payment date or dates and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • our right, if any, to defer payment of dividends and the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any; • the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; • any listing of the preferred stock on any securities exchange or market; • whether the preferred stock will be convertible into our common stock or other securities of ours, including depositary shares and warrants, and, if applicable, the conversion period, the conversion price, or how it will be calculated, and under what circumstances and the mechanism by which it may be adjusted, and the conversion period; • whether the preferred stock will be exchangeable into debt securities or other securities of ourssecurities, and, if applicable, the exchange period, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted, and the exchange period; • voting rights, if any, of the preferred stock; • preemptive preemption rights, if any; • restrictions on transfer, sale or other assignment, if any; • whether interests in the preferred stock will be represented by depositary shares; • a discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; • the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; • any limitations on issuances of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, privileges, qualifications or limitations of, or restrictions on of the preferred stock. If we issue and sell shares The Delaware General Corporation Law, or DGCL, which is the law of preferred stock pursuant to this prospectus, together with any applicable prospectus supplement or free writing prospectus, the shares will be fully paid and nonassessable. The laws of the state of Delaware, the state of our incorporation, provide provides that the holders of preferred stock will have the right to vote separatelyseparately as a class (or, in some cases, as a classseries) on an amendment to our certificate of incorporation if the amendment would change the par value, on any proposal involving fundamental changes in the powers, preferences or special rights of holders the class or series so as to adversely affect the class or series, as the case may be, or, unless the certificate of such preferred stockincorporation provided otherwise, the number of authorized shares of the class. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation. Warrants As of June 30, 2020, there werepre-funded warrants outstanding to purchase 3,793,706 shares of common stock, orthe Pre-Funded Warrants. The issuance of preferred stock could adversely affect the voting powerPre-Funded Warrants are exercisable at any time, conversion or other rights of holders provided thateach Pre-Funded Warrant holder will be prohibited from exercising such Pre-Funded Warrants into shares of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. Preferred stock could be issued quickly with terms designed to delayif, deter or prevent as a change in control result of our company or make removal of management more difficult. Additionallysuch exercise, the issuance of preferred stock may have the effect of decreasing the market price of our common stock. Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporationholder, Our Bylaws and Delaware Law Delaware Anti-Takeover Law We are subject to Section 203 of the DGCLtogether with its affiliates, which generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless: • prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • the interested stockholder owned at least 85would own more than 9.99% of the voting stock of the corporation outstanding upon consummation of the transaction, excluding for purposes of determining the total number of shares outstanding (1) shares owned by persons who are directors of common stock then issued and also officers andoutstanding, which percentage may change at the holders’ election to any other number less than or equal to 19.99% upon 61 days’ notice to the Company.

Rights and Preferences. Holders of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Fully Paid and Nonassessable. All of our outstanding shares of common stock are fully paid and nonassessable. Preferred Stock Under our amended and restated certificate of incorporation, our board of directors has the authority, without further action by stockholders, to designate up to 10,000,000 5,000,000 shares of preferred stock in one or more series and to fix or alter, from time to time, the designations, powers and rights of each series of preferred stock and the qualifications, limitations or restrictions of any series of preferred stock, including dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and the liquidation preference of any wholly unissued series of preferred stock, any or all of which may be greater than the rights of the common stock, and to establish the number of shares constituting any such series. To date, none of the 10,000,000 5,000,000 authorized shares of preferred stock have been designated by our board of directors. Our board of directors will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and any applicable prospectus supplements in the certificate of designation relating to each such series. We will incorporate by reference as an exhibit to the registration statement of which this prospectus is a part or as an exhibit to one or more Current Reports on Form 8-8- K, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. This description will include: • the title and stated value; • the number of shares we are offering; • the liquidation preference per share; • the purchase price per share; • the dividend rate per share, dividend period, payment date or dates and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • our right, if any, to defer payment of dividends and the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any; • the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; • any listing of the preferred stock on any securities exchange or market; • whether the preferred stock will be convertible into our common stock or other securities of ours, including warrants, and, if applicable, the conversion price, or how it will be calculated, and under what circumstances and the mechanism by which it may be adjusted, and the conversion period; • whether the preferred stock will be exchangeable into debt securities or other securities of ours, and, if applicable, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted, and the exchange period; • voting rights, if any; • preemptive rights, if any; • restrictions on transfer, sale or other assignment, if any; • whether interests in the preferred stock will be represented by depositary shares; • a discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; • the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; • any limitations on issuances of any class or series of preferred stock ranking senior to or on parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, privileges, qualifications or limitations of, or restrictions on the preferred stock. If we issue and sell shares of preferred stock pursuant to this prospectus, together with any applicable prospectus supplement or free writing prospectus, the shares will be fully paid and nonassessable. The laws of the state of Delaware, the state of our incorporation, provide that the holders of preferred stock will have the right to vote separately, separately as a class, class on any proposal involving fundamental changes in the rights of holders of such preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation. The issuance of preferred stock could adversely affect the voting power, conversion or other rights of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. Preferred stock could be issued quickly with terms designed to delay, deter or prevent a change in control of our company or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our common stock. Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, Our Bylaws and Delaware Law Delaware Anti-Takeover Law We are subject to Section 203 of the DGCL, which generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless: • prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • the interested stockholder owned at least 85% of the voting stock of the corporation outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and.

Rights and Preferences. Holders of our common stock have no preemptive, conversion conversion, subscription or subscription other rights, and there are no redemption or sinking fund provisions applicable to our the common stock. The rights, preferences and privileges of the holders of our common stock are subject to, to and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Description of Preferred Stock Under our amended and restated certificate of incorporation, we have authority, subject to any limitations prescribed by law and without further stockholder approval, to issue from time to time up to 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more series. As of December 31, 2021, we had no shares of preferred stock issued and outstanding. Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority, without further action by stockholders, authority to designate up to 10,000,000 shares of preferred stock in one or more series the rights, preferences, privileges and to fix or alter, from time to time, the designations, powers and rights restrictions of each series of preferred stock such series, including dividend rights, preferences, privileges and the qualifications, limitations or restrictions of any series of preferred stockeach such series, including dividend rights, dividend raterates, conversion rights, voting rights, rights and terms of redemption, redemption (including prices, liquidation preferences, sinking fund provisions), redemption price or prices, terms and the liquidation preference of any wholly unissued series of preferred stock, any or all of which may be greater than the rights of the common stock, and to establish the number of shares constituting any such series. To date, none of the 10,000,000 authorized shares of preferred stock have been designated by our board of directors. Our board of directors will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and any applicable prospectus supplements in the certificate of designation relating to each such series. We will incorporate by reference as an exhibit to the registration statement of which this prospectus is a part or as an exhibit to one or more Current Reports on Form 8-K, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. This description will include: • the title and stated value; • the number of shares we are offering; • the liquidation preference per share; • the purchase price per share; • the dividend rate per share, dividend period, payment date or dates and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • our right, if any, to defer payment of dividends and the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any; • the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; • any listing of the preferred stock on any securities exchange or market; • whether the preferred stock will be convertible into our common stock or other securities of ours, including warrants, and, if applicable, the conversion price, or how it will be calculated, and under what circumstances and the mechanism by which it may be adjusted, and the conversion period; • whether the preferred stock will be exchangeable into debt securities or other securities of ours, and, if applicable, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted, and the exchange period; • voting rights, if any; • preemptive rights, if any; • restrictions on transfer, sale or other assignment, if any; • whether interests in the preferred stock will be represented by depositary shares; • a discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; • the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; • any limitations on issuances of any class or series of preferred stock ranking senior to or on parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, privileges, qualifications or limitations of, or restrictions on the preferred stock. If we issue and sell shares of preferred stock pursuant to this prospectus, together with any applicable prospectus supplement or free writing prospectus, the shares will be fully paid and nonassessable. The laws of the state of Delaware, the state of our incorporation, provide that the holders of preferred stock will have the right to vote separately, as a class, on any proposal involving fundamental changes in the rights of holders of such preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation. The issuance of preferred stock could may have the effect of delaying, deferring or preventing a change in control of the company without further action by the stockholders. The issuance of redeemable convertible preferred stock with voting and conversion rights may also adversely affect the voting power, conversion or other rights power of the holders of common stock and reduce the likelihood that common stockholders such holders will receive dividend payments and payments upon liquidation. Preferred stock could be issued quickly with terms designed to delayIn certain circumstances, deter or prevent a change in control of our company or make removal of management more difficult. Additionally, the an issuance of preferred stock may could have the effect of decreasing the market price of the common stock. Registration Rights Under our amended and restated investors’ rights agreement, certain holders of shares of our common stock, or their affiliates or transferees, have the right to require us to register their shares under the Securities Act so that those shares may be publicly resold, or to include their shares in any registration statement we file, in each case as described below. Anti-Takeover Effects The registration rights terminate with respect to the registration rights of Provisions an individual holder on the earliest to occur of Our Amended and Restated Certificate of IncorporationMay 8, Our Bylaws and Delaware Law Delaware Anti-Takeover Law We are subject to Section 203 2024 (five years following our initial public offering), the liquidation, dissolution or indefinite cessation of the DGCLbusiness operations of our company, which generally prohibits or the closing of a public Delaware corporation from engaging in a “business combination” deemed liquidation, dissolution or winding up of our company pursuant to our amended and restated certificate of incorporation, or with an “interested respect to any particular stockholder” for a period of three years , such time after the effective date of the transaction in which the person became an interested stockholder, unless: • prior to the date registration statement that such stockholder can sell all of its shares under Rule 144 of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • the interested stockholder owned at least 85% of the voting stock of the corporation outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers andSecurities Act during any three-month period without registration.

Rights and Preferences. Holders of our common stock have no preemptive, conversion conversion, subscription or subscription other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, to and may be adversely affected by, by the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Preferred Stock Under Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority, without further action by our stockholders, to designate issue up to 10,000,000 shares of preferred stock in one or more series and to fix or alterthe number, from time to timerights, the designationspreferences, powers privileges and rights of each series of preferred stock restrictions thereof. These rights, preferences and the qualifications, limitations or restrictions of any series of preferred stock, including privileges could include dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including redemption, liquidation preferences and sinking fund provisions), redemption price or pricesterms, and the liquidation preference number of shares constituting any wholly unissued series or the designation of preferred stocksuch series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control or other corporate action, or make the removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of the common stock, and to establish the number of shares constituting any such series. To date, none of the 10,000,000 authorized shares of preferred stock have been designated by our board of directors. Our board of directors will fix the rightsdesignations, preferencesvoting powers, privilegespreferences and rights of each series, qualifications and as well as the qualifications, limitations or restrictions thereof, of the preferred stock of each series that we sell offer under this prospectus and any applicable prospectus supplements in the certificate of designation relating to each such that series. We will incorporate by reference file as an exhibit to the registration statement of which this prospectus is a part part, or as an exhibit to one or more Current Reports on Form 8-Kwill incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of the related that series of preferred stock. This description will include: • the title and stated value; • the number of shares we are offering; • the liquidation preference per share; • the purchase price per share; • the dividend rate per share, dividend period, period and payment date or dates and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • our right, if any, to defer payment of dividends and the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any; • the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; • any listing of the preferred stock on any securities exchange or market; • whether the preferred stock will be convertible into our common stock or other securities of ours, including depositary shares and warrants, and, if applicable, the conversion period, the conversion price, or how it will be calculated, and under what circumstances and the mechanism by which it may be adjusted, and the conversion period; • whether the preferred stock will be exchangeable into debt securities or other securities of ourssecurities, and, if applicable, the exchange period, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted, and the exchange period; • voting rights, if any, of the preferred stock; • preemptive preemption rights, if any; • restrictions on transfer, sale or other assignment, if any; • whether interests in the preferred stock will be represented by depositary shares; • a discussion of any material or special U.S. federal income tax considerations applicable to the preferred stock; • the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; 11 • any limitations on issuances of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, privileges, qualifications or limitations of, or restrictions on of the preferred stock. If we issue and sell shares The Delaware General Corporation Law, or DGCL, which is the law of preferred stock pursuant to this prospectus, together with any applicable prospectus supplement or free writing prospectus, the shares will be fully paid and nonassessable. The laws of the state of Delaware, the state of our incorporation, provide provides that the holders of preferred stock will have the right to vote separatelyseparately as a class (or, in some cases, as a classseries) on an amendment to our certificate of incorporation if the amendment would change the par value, on any proposal involving fundamental changes in the powers, preferences or special rights of holders the class or series so as to adversely affect the class or series, as the case may be, or, unless the certificate of such preferred stockincorporation provided otherwise, the number of authorized shares of the class. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation. The issuance of preferred stock could adversely affect the voting power, conversion or other rights of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. Preferred stock could be issued quickly with terms designed to delay, deter or prevent a change in control of our company or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our common stock. Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, Our Bylaws and Delaware Law Delaware Anti-Takeover Law We are subject to Section 203 of the DGCL, which generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless: • prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • the interested stockholder owned at least 85% of the voting stock of the corporation outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers andProvisions