Common use of Description of Preferred Stock Clause in Contracts

Description of Preferred Stock. Our certificate of incorporation authorizes 100,000,000 shares of Preferred Stock, par value $0.0001 per share. The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution providing for such issue duly adopted by our board of directors. Our board of directors is further authorized, subject to limitations prescribed by law, to fix by resolution and to set forth in a certification of designation to be filed pursuant to the DGCL the powers, designations, preferences and relative participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, of any wholly unissued series of Preferred Stock, including, without limitation, dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including, without limitation, sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing. Our board of directors has the right to establish one or more series of our Preferred Stock without stockholder approval. Unless required by law or by any stock exchange on which our Common Stock is listed, the authorized shares of our Preferred Stock will be available for issuance at the discretion of our board of directors without further action by our stockholders. The issuance of Preferred Stock could adversely affect, among other things, the voting power of holders of our Common Stock and the likelihood that stockholders will receive dividend payments and payments upon our liquidation, dissolution or winding up. The issuance of Preferred Stock could also have the effect of delaying, deferring or preventing a change in control of us. A prospectus supplement relating to any series of Preferred Stock being offered will include specific terms related to the offering. They will include, where applicable: • the title and stated value of the series of Preferred Stock and the number of shares constituting that series; • the number of shares of the series of Preferred Stock offered, the liquidation preference per share and the offering price of the shares of Preferred Stock; • the dividend rate(s), period(s) and/or payment date(s) or the method(s) of calculation for those values relating to the shares of Preferred Stock of the series; • the date from which dividends on shares of Preferred Stock of the series shall cumulate, if applicable; • 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, for shares of Preferred Stock of the series; • the provision for redemption or repurchase, if applicable, of shares of Preferred Stock of the series; • any listing of the series of shares of Preferred Stock on any securities exchange; • the terms and conditions, if applicable, upon which shares of Preferred Stock of the series will be convertible into shares of Preferred Stock of another series or Common Stock, including the conversion price, or manner of calculating the conversion price; • whether the Preferred Stock will be exchangeable into debt securities, and, if applicable, the exchange period, the exchange price, or how it will be calculated, under what circumstances it may be adjusted; • voting rights, if any, of the Preferred Stock; • restrictions on transfer, sale or other assignment, if any; • whether interests in shares of Preferred Stock of the series will be represented by global securities; • any other specific terms, preferences, rights, limitations or restrictions of the series of shares of Preferred Stock; • a discussion of any material United States federal income tax consequences of owning or disposing of the shares of Preferred Stock of the series; • the relative ranking and preferences of shares of Preferred Stock of the series as to dividend rights and rights upon liquidation, dissolution or winding up of Company; and • any limitations on issuance of any series of shares of Preferred Stock ranking senior to or on a parity with the series of shares of preferred stock as to dividend ri and rights upon liquidation, dissolution or winding up of the Company. If we issue shares of Preferred Stock under this prospectus, the shares will be fully paid and nonassessable and will not have, or be subject to, any preemptive or similar rights.

Description of Preferred Stock. Our certificate As of incorporation authorizes 100,000,000 the date of this prospectus, no shares of Preferred Stockpreferred stock had been issued or were outstanding. Our board of directors has the authority, par value $0.0001 per share. The Preferred Stock may be issued from time without further action by our stockholders, to time issue up to 5,000,000 shares of preferred stock in one or more series pursuant to a resolution providing for such issue duly adopted by our board of directors. Our board of directors is further authorized, subject to limitations prescribed by law, and to fix by resolution the rights, preferences, privileges and to set forth in a certification of designation to be filed pursuant to the DGCL the powers, designationsrestrictions thereof. These rights, preferences and relative participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, of any wholly unissued series of Preferred Stock, including, without limitation, privileges could include dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (includingredemption, without limitationliquidation preferences, sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, terms and the number of shares constituting any such series and or the designation thereofof such series, any or any all of which may be greater than the foregoing. Our board rights of directors has the right to establish one or more series of our Preferred Stock without stockholder approval. Unless required by law or by any stock exchange on which our Common Stock is listed, the authorized shares of our Preferred Stock will be available for issuance at the discretion of our board of directors without further action by our stockholderscommon stock. The issuance of Preferred Stock preferred stock by us could adversely affect, among other things, affect the voting power of holders of our Common Stock common stock and the likelihood that stockholders such holders will receive dividend payments and payments upon our liquidation. In addition, dissolution or winding up. The the issuance of Preferred Stock preferred stock could also have the effect of delaying, deferring or preventing a change in of control of usour company or other corporate action. A We will file as an exhibit to the Registration Statement of which this prospectus supplement relating is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation or amendment to our Certificate of Incorporation that describes the terms of any series of Preferred Stock being offered will include specific terms related to preferred stock we are offering before the offeringissuance of that series of preferred stock. They This description will include, where applicablebut not be limited to, the following: • (i) the title and stated value of the series of Preferred Stock and value; (ii) the number of shares constituting that serieswe are offering; • the number of shares of the series of Preferred Stock offered, (iii) the liquidation preference per share and share; (iv) the offering price of the shares of Preferred Stockpurchase price; • (v) the dividend rate(s)rate, period(s) and/or period and payment date(s) or the method(s) date and method of calculation for those values relating to the shares of Preferred Stock of the seriesdividends; • (vi) whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends on shares of Preferred Stock of will accumulate; (vii) the series shall cumulate, if applicable; • our rightprovisions for a sinking fund, if any, to defer payment of dividends and ; (viii) the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any, for shares of Preferred Stock of the series; • the provision provisions for redemption or repurchase, if applicable, of shares of Preferred Stock of and any restrictions on our ability to exercise those redemption and repurchase rights; (ix) whether the series; • any listing of the series of shares of Preferred Stock on any securities exchange; • the terms and conditionspreferred stock will be convertible into our common stock, and, if applicable, upon which shares of Preferred Stock of the series will be convertible into shares of Preferred Stock of another series or Common Stock, including the conversion price, or manner of calculating how it will be calculated, and the conversion priceperiod; • (x) whether the Preferred Stock preferred stock will be exchangeable into debt securities, and, if applicable, the exchange period, the exchange price, or how it will be calculated, under what circumstances it may be adjustedand the exchange period; • (xi) voting rights, if any, of the Preferred Stock; • restrictions on transfer, sale or other assignment, if any; • whether interests in shares of Preferred Stock of the series will be represented by global securities; • any other specific terms, preferences, rights, limitations or restrictions of the series of shares of Preferred Stock; • a discussion of any material United States federal income tax consequences of owning or disposing of the shares of Preferred Stock of the series; • the relative ranking and preferences of shares of Preferred Stock of the series as to dividend rights and rights upon liquidation, dissolution or winding up of Company; and • any limitations on issuance of any series of shares of Preferred Stock ranking senior to or on a parity with the series of shares of preferred stock as to dividend ri and rights upon liquidation, dissolution or winding up of the Company. If we issue shares of Preferred Stock under this prospectus, the shares will be fully paid and nonassessable and will not have, or be subject to, any preemptive or similar rights.stock;

Description of Preferred Stock. Our This section describes the general terms of our preferred stock to which any prospectus supplement may relate. A prospectus supplement will describe the terms relating to any preferred stock to be offered by us in greater detail and may provide information that is different from terms described in this prospectus. A copy of our restated certificate of incorporation, as amended, and our amended and restated bylaws, as amended, has been incorporated by reference from our filings with the SEC as exhibits to the registration statement of which this prospectus forms a part. A certificate of designation or amendment to the restated certificate of incorporation, as amended, will specify the terms of the preferred stock being offered, and will be filed or incorporated by reference as an exhibit to the registration statement before the preferred stock is issued. The following description of our preferred stock, and any description of the preferred stock in a prospectus supplement may not be complete and is subject to, and qualified in its entirety by reference to, Delaware law and the actual terms and provisions contained in our restated certificate of incorporation authorizes 100,000,000 and our amended and restated bylaws, each as amended from time to time. Under our restated certificate of incorporation, as amended, we have the authority to issue 714,286 shares of Preferred Stockpreferred stock, par value $0.0001 per share. The Preferred Stock may , which are issuable in series on terms to be issued from time to time in one or more series pursuant to a resolution providing for such issue duly adopted determined by our board of directors. Our Accordingly, our board of directors is further authorized, subject to limitations prescribed without action by lawthe stockholders, to fix by resolution and issue preferred stock from time to set forth in a certification of designation to be filed pursuant to the DGCL the powerstime with such dividend, designationsliquidation, preferences and relative participationconversion, optional or other rightsvoting, if any, and the qualifications, limitations or restrictions thereof, if any, of any wholly unissued series of Preferred Stock, including, without limitation, dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including, without limitationredemption, sinking fund provisions), redemption price or prices, and liquidation preferences other rights and restrictions as it may determine. All shares of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing. Our board of directors has the right to establish one or more series of our Preferred Stock without stockholder approvalpreferred stock will be identical, except that shares of any one series issued at different times may differ as to the dates from which dividends may be cumulative, as described in the applicable prospectus supplement. Unless required by law or by any stock exchange on which our Common Stock is listedAs of the date of this prospectus, the authorized there were no outstanding shares of our Preferred Stock will be available for issuance at the discretion of our board of directors without further action by our stockholders. The issuance of Preferred Stock could adversely affect, among other things, the voting power of holders of our Common Stock and the likelihood that stockholders will receive dividend payments and payments upon our liquidation, dissolution or winding up. The issuance of Preferred Stock could also have the effect of delaying, deferring or preventing a change in control of us. A prospectus supplement relating to any series of Preferred Stock being offered will include specific terms related to the offering. They will include, where applicable: • the title and stated value of the series of Preferred Stock and the number of shares constituting that series; • the number of shares of the series of Preferred Stock offered, the liquidation preference per share and the offering price of the shares of Preferred Stock; • the dividend rate(s), period(s) and/or payment date(s) or the method(s) of calculation for those values relating to the shares of Preferred Stock of the series; • the date from which dividends on shares of Preferred Stock of the series shall cumulate, if applicable; • 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, for shares of Preferred Stock of the series; • the provision for redemption or repurchase, if applicable, of shares of Preferred Stock of the series; • any listing of the series of shares of Preferred Stock on any securities exchange; • the terms and conditions, if applicable, upon which shares of Preferred Stock of the series will be convertible into shares of Preferred Stock of another series or Common Stock, including the conversion price, or manner of calculating the conversion price; • whether the Preferred Stock will be exchangeable into debt securities, and, if applicable, the exchange period, the exchange price, or how it will be calculated, under what circumstances it may be adjusted; • voting rights, if any, of the Preferred Stock; • restrictions on transfer, sale or other assignment, if any; • whether interests in shares of Preferred Stock of the series will be represented by global securities; • any other specific terms, preferences, rights, limitations or restrictions of the series of shares of Preferred Stock; • a discussion of any material United States federal income tax consequences of owning or disposing of the shares of Preferred Stock of the series; • the relative ranking and preferences of shares of Preferred Stock of the series as to dividend rights and rights upon liquidation, dissolution or winding up of Company; and • any limitations on issuance of any series of shares of Preferred Stock ranking senior to or on a parity with the series of shares of preferred stock as to dividend ri and rights upon liquidation, dissolution or winding up of the Company. If we issue shares of Preferred Stock under this prospectus, the shares will be fully paid and nonassessable and will not have, or be subject to, any preemptive or similar rightsstock.

Description of Preferred Stock. Our Under the terms of our certificate of incorporation authorizes 100,000,000 incorporation, our board of directors is authorized to issue up to 25,000,000 shares of Preferred Stockour preferred stock, par value $0.0001 per share. The Preferred Stock may be issued from time to time , in one or more series pursuant to a resolution providing for such issue duly adopted by our board without stockholder approval. As of directors. Our board September 30, 2021, we had no shares of directors is further authorized, subject to limitations prescribed by law, to fix by resolution and to set forth in a certification of designation to be filed pursuant to the DGCL the powers, designations, preferences and relative participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, of any wholly unissued series of Preferred Stock, including, without limitation, dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including, without limitation, sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoingpreferred stock outstanding. Our board of directors has the right discretion to establish one or more determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of our Preferred Stock without stockholder approvalpreferred stock. Unless required by law or by It is not possible to state the actual effect of the issuance of any stock exchange on which our Common Stock is listed, the authorized shares of our Preferred Stock will be available for issuance at preferred stock upon the discretion rights of our the holders of common stock until the board of directors without further action by our stockholdersdetermines the specific rights of the holders of preferred stock. The However, effects of the issuance of Preferred Stock preferred stock could adversely affectinclude restricting dividends on common stock, among other things, diluting the voting power of holders common stock, impairing the liquidation rights of our Common Stock common stock, and the likelihood that stockholders will receive dividend payments and payments upon our liquidationmaking it more difficult for a third party to acquire us, dissolution or winding up. The issuance of Preferred Stock which could also have the effect of delayingdiscouraging a third party from acquiring, deferring or preventing deterring a change third party from paying a premium to acquire, a majority of our outstanding voting stock. If we offer a specific class or series of preferred stock under this prospectus, we will describe the terms of the preferred stock in control of us. A the prospectus supplement relating to any series for such offering and will file a copy of Preferred Stock being offered will include specific the certificate establishing the terms related to of the offeringpreferred stock with the SEC. They To the extent required, this description will include, where applicable: • the title and stated value of the series of Preferred Stock and the number of shares constituting that seriesvalue; • the number of shares of the series of Preferred Stock offered, the liquidation preference per share and the offering price of the shares of Preferred Stockpurchase price; • the dividend rate(s), period(s) and/or payment date(s) ), or the method(s) of calculation for those values relating to the shares of Preferred Stock of the seriessuch dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends on shares of Preferred Stock of the series shall cumulate, if applicable; • our right, if any, to defer payment of dividends and the maximum length of any such deferral periodwill accumulate; • the procedures for any auction and remarketing, if any, for shares of Preferred Stock of the series; • the provision provisions for redemption or repurchasea sinking fund, if any; • the provisions for redemption, if applicable, of shares of Preferred Stock of the series; • any listing of the series of shares of Preferred Stock preferred stock on any securities exchangeexchange or market; • whether the terms and conditions, if applicable, upon which shares of Preferred Stock of the series preferred stock will be convertible into shares of Preferred Stock of another series or Common Stock, including the conversion price, or manner of calculating the conversion price; • whether the Preferred Stock will be exchangeable into debt securitiesour common stock, and, if applicable, the exchange period, the exchange price, conversion price (or how it will be calculated, under what circumstances it may be adjusted) and conversion period; • voting rights, if any, of the Preferred Stock; • restrictions on transfer, sale or other assignment, if any; • whether interests in shares of Preferred Stock of the series will be represented by global securities; • any other specific terms, preferences, rights, limitations or restrictions of the series of shares of Preferred Stockpreferred stock; • a discussion of any material United States U.S. federal income tax consequences of owning or disposing of considerations applicable to the shares of Preferred Stock of the seriespreferred stock; • the relative ranking and preferences of shares of Preferred Stock of the series preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of the Company; and • any material limitations on issuance of any class or series of shares of Preferred Stock preferred stock ranking senior to or on a parity with the series of shares of preferred stock as to dividend ri rights and rights upon liquidation, dissolution or winding up of the Company. If we issue shares of Preferred Stock under The preferred stock offered by this prospectus, the shares will be fully paid and nonassessable and when issued, will not have, or be subject to, any preemptive or similar rights.