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. 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: • 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; • provide that the authorized number of directors may be changed only by resolution adopted by a majority of our board of directors; • provide that the board of directors or any individual director may only be removed with cause and the affirmative vote of the holders of at least 66 2/3% of the voting power of all of its then outstanding Forte common stock; • provide that all vacancies, including newly created directorships, may, except as otherwise required by law 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 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 notice in writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice; • do not provide for cumulative voting 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); • provide that special meetings of its stockholders may be called only by the chairman of our board of directors, its Chief Executive Officer or by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exists any vacancies); and • provide that 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 its behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of its directors or officers to its or its stockholders, (3) any action asserting a claim against it arising pursuant to any provision of the DGCL or its amended and restated certificate of incorporation or amended and restated bylaws, or (4) any action asserting a claim against it governed by the internal affairs doctrine. The amendment of any of these 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 the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the outstanding Forte common stock. The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent and registrar’s address is 000 Xxxxxx Xxxxxx, Canton, Massachusetts 02021. Our common stock is listed on the Nasdaq Capital Market under the symbol “FBRX”.

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 our control or change in its 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: • 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; • 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 the board of directors or any individual director may only be removed with cause and the affirmative vote of the holders of at least 66 2/3% of the voting power of all of its our then outstanding Forte common stock; • provide that all vacancies, including newly created directorships, may, except as otherwise required by law 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 divide our board of directors into three classes; • require that any action to be taken by its 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 notice in writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice; • do not provide for cumulative voting 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); • provide that special meetings of its our stockholders may be called only by the chairman of the board, our board of directors, its Chief Executive Officer or by our the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exists any vacancies); and • provide that 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 its our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of its our directors or officers to its us or its our stockholders, (3) any action asserting a claim against it the us arising pursuant to any provision of the DGCL or its amended and restated our certificate of incorporation or amended and restated bylaws, or (4) any action asserting a claim against it us governed by the internal affairs doctrine. The amendment of any of these 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 the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the our then outstanding Forte common stock. The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent and registrar’s address is 000 Xxxxxx Xxxxxx, Canton, Massachusetts 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. Our common stock is listed on the Nasdaq Capital Global Select Market under the symbol “FBRXTOCA”.

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 bylawsbylaws 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 adopted by a majority of our board of directors; • provide that the our board of directors or will be classified into three classes of directors; • provide that, subject to the rights of any individual director series of preferred stock to elect directors, directors may only be removed with cause and the affirmative vote of for cause, which removal may be effected, subject to any limitation imposed by law, by the holders of at least 66 2/3% a majority of the voting power of all of its then our then-outstanding Forte common stockshares 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 or subject to the rights of holders of preferred stock as designated from time to timelaw, 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 its 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 in a timely manner writing, and also specify requirements as to the form and content of a stockholder’s notice; • do 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 (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); . • provide that special meetings The amendment of its stockholders may be called only any of these provisions would require approval by the chairman 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 directorsdirectors 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, its Chief Executive Officer 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 by management. As a consequence, these provisions may also inhibit fluctuations in the market price of our board stock that could result from actual or rumored takeover attempts. We believe that the benefits of directors pursuant these provisions, including increased protection of our potential ability to a resolution adopted by a majority 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. 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 total number State of authorized directors Delaware shall (whether or not there exists or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any vacanciesstate 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); and • provide that , 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 its our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of its directors our directors, officers or officers other employee of the Company to its us or its our stockholders, ; (3) any action asserting a claim against it us arising pursuant to any provision of the DGCL DGCL, the Amended and Restated Certificate of Incorporation or its amended and restated certificate the Bylaws of incorporation or amended and restated bylaws, the Company; or (4) any action asserting a claim against it us governed by the internal affairs doctrine. The amendment Any person or entity purchasing or otherwise acquiring any interest in shares of any capital stock of the Company shall be deemed to have notice of and to have consented to these 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 the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the outstanding Forte common stock. The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent and registraragent’s address is 000 Xxxxxx XxxxxxP.O. Box 43078, CantonProvidence, Massachusetts 02021Rhode Island 02940. Our common The transfer agent for any series of preferred stock is listed on that we may offer under this prospectus will be named and described in the Nasdaq Capital Market under the symbol “FBRX”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, bylaws may delay or discourage transactions involving an actual or potential change in its our control or change in its 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: • 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 designatedesignate (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 adopted by a majority of our board of directors; • provide that the board of directors or any individual director may only be removed with cause and the affirmative vote of the holders of at least 66 2/3% of the voting power of all of its then outstanding Forte common stock; • provide that all vacancies, including newly created directorships, may, except as otherwise required by law or subject to the rights of holders of preferred stock as designated from time to timelaw, 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 its 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 notice in writing in a timely manner manner, and also specify requirements as to the form and content of a stockholder’s notice; • do not provide for cumulative voting 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); and • provide that special meetings of its our stockholders may be called only by the chairman of the board, our board of directors, its Chief Executive Officer chief executive officers or by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exists any vacancies); and • provide that 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 its behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of its directors or officers to its or its stockholders, (3) any action asserting a claim against it arising pursuant to any provision of the DGCL or its amended and restated certificate of incorporation or amended and restated bylaws, or (4) any action asserting a claim against it governed by the internal affairs doctrinedirectors. The amendment of any of these 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 the affirmative vote of approval by the holders of at least 66 2/3% of the voting power of all of the our then outstanding Forte common stock. Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the exclusive forum for: • any derivative action or proceeding brought on our behalf; • any action asserting a claim of breach of a fiduciary duty; • any action asserting a claim against us arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws; or • 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 our securities shall be deemed to have notice of and 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. Our common stock is listed on The Nasdaq Capital Market under the symbol “CERC.” The transfer agent and registrar for our common stock is Computershare American Stock Transfer & Trust Company, N.A. LLC. The transfer agent and registrar’s address is 000 Xxxxxx 0000 00xx Xxxxxx, CantonXxxxxxxx, Massachusetts 02021XX 00000. Our common The transfer agent and registrar for any series of preferred stock is listed on the Nasdaq Capital Market under the symbol “FBRX”will be set forth in each applicable prospectus supplement.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Provisions of our amended and restated Our 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 provides 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: • permit our board of directors to issue up to 10,000,000 shares be divided into three classes with staggered three-year terms. Only one class of preferred stockdirectors is elected at each annual meeting of our stockholders, with any the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, preferences and privileges as they may designate; • provide that the authorized number of directors may be changed only by resolution adopted by a majority of our board of directors; • provide that the board of directors or any individual director may only be removed with cause and the affirmative vote of the holders of at least 66 2/3% of the voting power of all of its then outstanding Forte common stock; • provide that all vacancies, including newly created directorships, may, except as otherwise required by law 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 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 notice in writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice; • do not provide for cumulative voting rights (therefore allowing the holders of a majority of the outstanding shares of our 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); • , other than any directors that holders of any preferred stock we may issue may be entitled to elect. Our certificate of incorporation also provide that directors may be removed by the stockholders only for cause upon the affirmative vote of sixty-six and two-thirds percent (662/3%) of the voting power of all then-outstanding shares of our capital stock entitled to vote generally 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 meetings meeting of its stockholders called in accordance with our bylaws, and no action of our stockholders shall be taken by written consent or electronic transmission. Our bylaws also provides that a special meeting of stockholders may be called only by our chairperson of the chairman of our board of directorsboard, its Chief Executive Officer chief executive officer or president, or by our board of directors pursuant to a resolution adopted by a majority of our board of directors. 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 or a committee of the board of directors. The amendment of any of the above provisions, except for the provision making it possible for our board of directors to issue preferred stock, would require approval by holders of at least two-thirds of the total number voting power of authorized directors (whether all of our outstanding voting stock. The provisions of Delaware law, our certificate of incorporation and our bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our Class A common stock that often result from actual or not there exists any vacancies); rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board and • provide 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. Our certificate of incorporation provides that 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 its our behalf, ; (2ii) any action asserting a claim of breach of a fiduciary duty owed by any of its directors or officers to its or its stockholders, duty; (3iii) any action asserting a claim against it us or our directors, officers, or employees arising pursuant to any provision of under the DGCL or its amended and restated Delaware General Corporation Law, our certificate of incorporation or amended our bylaws; and restated bylaws, or (4iv) any action asserting a claim against it us that is governed by the internal affairs doctrine. The amendment provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Our certificate of any of these provisions, with incorporation further provides that the exception federal district courts of the ability United States of our board America will be the exclusive forum for resolving any complaint asserting a cause of directors to issue shares of preferred stock and designate any rights, preferences and privileges thereto, would require the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the outstanding Forte common stock. The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent and registrar’s address is 000 Xxxxxx Xxxxxx, Canton, Massachusetts 02021. Our common stock is listed on the Nasdaq Capital Market action arising under the symbol “FBRX”Securities Act.