Common use of Section 203 of the Delaware General Corporation Law Clause in Contracts

Section 203 of the Delaware General Corporation Law. We are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in a business combination with any interested stockholder for a period of three years following the date the person became an interested stockholder, with the following exceptions: • before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested holder; • upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (a) by persons who are directors and also officers and (b) pursuant to employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and • on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662⁄3% of the outstanding voting stock that is not owned by the interested stockholder. In general, Section 203 of the DGCL defines business combination to include the following: • any merger or consolidation involving the corporation and the interested stockholder; • any sale, lease, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; • subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; • any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and • the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 of the DGCL defines an interested stockholder as an entity or person who, together with the entity’s or person’s affiliates and associates, beneficially owns, or is an affiliate of the corporation and within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation. A Delaware corporation may opt out of these provisions with an express provision in its certificate of incorporation. We have not opted out of these provisions, which may as a result, discourage or prevent mergers or other takeover or change in control attempts of us.

Section 203 of the Delaware General Corporation Law. We are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in a any business combination with any interested stockholder for a period of three years following after the date the person that such stockholder became an interested stockholder, with the following exceptions: • before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested holderstockholder; • upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (outstanding, but not the outstanding voting stock owned by the interested stockholder) , those shares owned (ai) by persons who are directors and also officers and (bii) pursuant to employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and or • on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662⁄366 2/3% of the outstanding voting stock that is not owned by the interested stockholder. In general, Section 203 of the DGCL defines business combination to include the following: • any merger or consolidation involving the corporation and the interested stockholder; • any sale, lease, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; • subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; • any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of or any class or series of the corporation beneficially owned by the interested stockholder; and or • the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 of the DGCL defines an “interested stockholder stockholder” as an entity or person who, together with the entity’s entity or person’s affiliates and associates, beneficially owns, or is an affiliate or associate of the corporation and within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation. A Delaware corporation Among other things, our amended and restated certificate of incorporation and amended and restated bylaws will: • permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may opt out designate, including the right to approve an acquisition or other change in control; • provide that the authorized number of directors may be changed only by resolution of our board of directors; • provide that our board of directors will be classified into three classes of directors; • provide that, subject to the rights of any series of preferred stock to elect directors, directors may only be removed for cause, which removal may be effected, subject to any limitation imposed by law, by the holders of at least a majority of the voting power of all of our then- outstanding shares of the capital stock entitled to vote generally at an election of directors; • provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; • require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission; • provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice; • provide that special meetings of our stockholders may be called only by the chairman of our board of directors, our chief executive officer or president or by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors; and • not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose. • The amendment of any of these provisions would require approval by the holders of at least 662/3% 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 an express provision voting or other rights or preferences that could impede the success of any attempt to change our control. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its certificate policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of incorporationdiscouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We have not opted out believe that the benefits of these provisions, which may as including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms. Our amended and restated certificate of incorporation will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) will be the exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action or proceeding commenced by any of our stockholders (including any class action) asserting a resultbreach of fiduciary duty owed, discourage or prevent mergers or other takeover wrongdoing, by any director, officer, employee or change in control attempts agent to us or our stockholders, (3) any action or proceeding commenced by any of us.our stockholders (including any class action) asserting a claim against us arising pursuant to the DGCL or our amended and restated certificate of incorporation or our amended and restated bylaws,

Section 203 of the Delaware General Corporation Law. We are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in a any business combination with any interested stockholder for a period of three years following after the date the person that such stockholder became an interested stockholder, with the following exceptions: • before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested holderstockholder; • upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (outstanding, but not the outstanding voting stock owned by the interested stockholder) , those shares owned (ai) by persons who are directors and also officers and (bii) pursuant to employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and or • on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662⁄366 2/3% of the outstanding voting stock that is not owned by the interested stockholder. In general, Section 203 of the DGCL defines a “business combination combination” to include the following: • any merger or consolidation involving the corporation and the interested stockholder; • any sale, lease, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; • subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; • any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of or any class or series of the corporation beneficially owned by the interested stockholder; and or • the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 of the DGCL defines an “interested stockholder stockholder” as an entity or person who, together with the entity’s entity or person’s affiliates and associates, beneficially owns, or is an affiliate or associate of the corporation and within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation. A Delaware corporation may opt out of these provisions with an express provision in its certificate of incorporation. We have not opted out of these provisions, which may as a result, discourage or prevent mergers or other takeover or change in control attempts of us.

Section 203 of the Delaware General Corporation Law. We are subject to Section 203 of the DGCLDelaware General Corporation Law, which prohibits a Delaware corporation from engaging in a any business combination with any interested stockholder for a period of three years following after the date the person that such stockholder became an interested stockholder, with the following exceptions: • before such datedate that such stockholder became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested holderstockholder; • upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (a1) by persons who are directors and also officers and (b2) pursuant to employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and • on or after such datedate that such stockholder became an interested stockholder, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662⁄3662/3% of the outstanding voting stock that is not owned by the interested stockholder. In general, Section 203 of the DGCL Delaware General Corporation Law defines "business combination combination" to include the following: • any merger or consolidation involving the corporation and the interested stockholder; • any sale, lease, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; • subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; • any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of or any class or series of the corporation beneficially owned by the interested stockholder; and • the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 of the DGCL defines an "interested stockholder stockholder" as an entity or person who, together with the entity’s or person’s 's affiliates and associates, beneficially owns, or is an affiliate of the corporation and within three years prior to the time of determination of interested stockholder status did ownowned, 15% or more of the outstanding voting stock of the corporation. A Delaware corporation may opt out of these provisions with an express provision in its certificate of incorporation. We have not opted out of these provisions, which may as a result, discourage The statute could prohibit or prevent delay mergers or other takeover or change in control attempts of usand, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Section 203 of the Delaware General Corporation Law. We are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in a any business combination with any interested stockholder for a period of three years following after the date the person that such stockholder became an interested stockholder, with the following exceptions: • before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested holderstockholder; • upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (outstanding, but not the outstanding voting stock owned by the interested stockholder) , those shares owned (ai) by persons who are directors and also officers and (bii) pursuant to employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and or • on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662⁄3662/3% of the outstanding voting stock that is not owned by the interested stockholder. In general, Section 203 of the DGCL defines a “business combination combination” to include the following: • any merger or consolidation involving the corporation and the interested stockholder; • any sale, lease, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; • subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; • any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of or any class or series of the corporation beneficially owned by the interested stockholder; and or • the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 of the DGCL defines an “interested stockholder stockholder” as an entity or person who, together with the entity’s or person’s affiliates and associates, beneficially owns, or is an affiliate of the corporation and within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation. A Delaware corporation Our restated certificate and by-laws divide our board of directors into three classes with staggered three year terms. In addition, our restated certificate and by-laws provide that directors may opt out be removed only for cause and only by the affirmative vote of these provisions with the holders of 75% of our shares of capital stock present in person or by proxy and entitled to vote. Under our restated certificate and by-laws, any vacancy on our board of directors, including a vacancy resulting from an express provision enlargement of our board of directors, may be filled only by vote of a majority of our directors then in its office. Furthermore, our restated certificate provides that the authorized number of incorporationdirectors may be changed only by the resolution of our board of directors, subject to the rights of any holders of preferred stock to elect directors. We have not opted out The classification of these provisionsour board of directors and the limitations on the ability of our stockholders to remove directors, which may as change the authorized number of directors and fill vacancies could make it more difficult for a resultthird party to acquire, or discourage or prevent mergers or other takeover or change in a third party from seeking to acquire, control attempts of us.

Section 203 of the Delaware General Corporation Law. We are On the Effective Date, we do not expect to be subject to Section 203 of the Delaware General Corporation Law (as amended, the “DGCL”) because we do not expect to have a class of voting stock that is listed on a national securities exchange or held of record by more than 2,000 stockholders and we have not elected by a provision in our original Charter or any amendment thereto to be governed by Section 203 of the DGCL. Unless we adopt an amendment to the Charter by action of our stockholders expressly electing not to be governed by Section 203 of the DGCL, which we would generally become subject to Section 203 of the DGCL at such time that we have a class of voting stock that is either listed on a national securities exchange or held of record by more than 2,000 stockholders, except that the restrictions contained in Section 203 of the DGCL would not apply if the business combination is with an interested stockholder who became an interested stockholder before the time that we have a class of voting stock that is either listed on a national securities exchange or held of record by more than 2,000 stockholders. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a various ‘‘business combination combination’’ transactions with any ‘‘interested stockholder stockholder’’ for a period of three (3) years following after the date of the transaction in which the person became an ‘‘interested stockholder, with the following exceptions,’’ unless: • before such date, the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status, • upon consummation of the corporation approved either the business combination or the transaction that which resulted in the stockholder becoming an interested holder; • upon completion of the transaction that resulted in the stockholder becoming an ‘‘interested stockholder, ,’’ the ‘‘interested stockholder stockholder’’ owned at least 85% of the voting stock of the corporation outstanding at the time the transaction begancommenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (a) by persons who are directors and also officers and (b) pursuant to employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender specified shares, or exchange offer; and • on or after subsequent to such date, date the ‘‘business combination combination’’ is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, stockholders by the affirmative vote of at least 662⁄366 2/3% of the outstanding voting stock that which is not owned by the ‘‘interested stockholder.’’ A ‘‘business combination’’ includes mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In general, Section 203 of the DGCL defines business combination to include the following: • any merger or consolidation involving the corporation and the An ‘‘interested stockholder; • any sale, lease, transfer, pledge or other disposition ’’ is a person who is the owner of 10% or more of the assets of the corporation involving the interested stockholder; • subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; • any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and • the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 of the DGCL defines an interested stockholder as an entity or person who, together with the entity’s or person’s affiliates and associates, beneficially owns, or is an affiliate of the corporation and within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporationcorporation or is an affiliate or associate of the corporation and was the owner of 15% of more of the outstanding voting stock at any time within the three (3) years immediately prior to the date of determination, and the affiliates and associates of any such person. A Delaware corporation may opt out If we become subject to Section 203 of these provisions with an express provision in its certificate of incorporation. We have not opted out of these provisionsthe DGCL, which may as a result, discourage the statute could prohibit or prevent delay mergers or other takeover or change in control attempts of with respect to us and, accordingly, may discourage attempts to acquire us. American Stock Transfer & Trust Company, LLC is the transfer agent for the Common Stock.

Section 203 of the Delaware General Corporation Law. We are subject to the provisions of Section 203 of the DGCLDelaware General Corporation Law. In general, which Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination combination” with any an “interested stockholder stockholder” for a three-year period of three years following the date the person became time that this stockholder becomes an interested stockholder, with unless the business combination is approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following exceptionsconditions: • before such datethe stockholder became interested, the our board of directors of the corporation approved either the business combination or the transaction that which resulted in the stockholder becoming an interested holderstockholder; • upon completion consummation of the transaction that which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction begancommenced, excluding for purposes of determining the voting stock outstanding (outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder) those shares owned (a) by persons who are directors and also officers and (b) pursuant to employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender ; or exchange offer; and • on at or after such datethe time the stockholder became interested, the business combination is was approved by the our board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, stockholders by the affirmative vote of at least 662⁄3% two-thirds of the outstanding voting stock that which is not owned by the interested stockholder. In general, Section 203 of the DGCL defines a business combination to include the followinginclude: • any merger or consolidation involving the corporation and the interested stockholder; • any sale, transfer, lease, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation involving the interested stockholdercorporation; • subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; • subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and • the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 of the DGCL defines an interested stockholder as an any entity or person who, together with the entity’s or person’s affiliates and associates, beneficially owns, or is an affiliate of the corporation and within three years prior to the time of determination of interested stockholder status did own, owning 15% or more of the outstanding voting stock of the corporationcorporation and any entity or person affiliated with or controlling or controlled by the entity or person. A Delaware corporation may opt out of these provisions with an express provision in its certificate of incorporation. We have not opted out of these provisionsOur common stock is listed on the Nasdaq Global Market under the trading symbol “SURF.” The transfer agent and registrar for our common stock is Computershare Trust Company, which may as a resultN.A. The transfer agent and registrar’s address is 000 Xxxxxx Xxxxxx, discourage or prevent mergers or other takeover or change in control attempts of usCanton, Massachusetts 02021.

Section 203 of the Delaware General Corporation Law. We are subject to the provisions of Section 203 of the DGCLDelaware General Corporation Law, which as amended. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination combination” with any an “interested stockholder stockholder” for a three-year period of three years following the date the person became time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15 percent or more of the corporation’s voting stock. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following exceptionsconditions: • before such datethe stockholder became interested, the board of directors of the corporation approved either the business combination or the transaction that which resulted in the stockholder becoming an interested holderstockholder; • upon completion consummation of the transaction that which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% 85 percent of the voting stock of the corporation outstanding at the time the transaction begancommenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those outstanding, shares owned (a) by persons who are directors and also officers officers, and (b) pursuant to employee stock plans plans, in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender some instances; or exchange offer; and • on at or after such datethe time the stockholder became interested, the business combination is was approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders, and not by written consent, stockholders by the affirmative vote of at least 662⁄3% 66 2/3 percent of the outstanding voting stock that which is not owned by the interested stockholder. In general, Section 203 of the DGCL defines business combination to include the following: • any merger or consolidation involving the corporation and the interested stockholder; • any sale, lease, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; • subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; • any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and • the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 of the DGCL defines an interested stockholder as an entity or person who, together with the entity’s or person’s affiliates and associates, beneficially owns, or is an affiliate of the corporation and within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation. A Delaware corporation may “opt out out” of these provisions with an express provision in its original certificate of incorporationincorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. We have not opted out of these provisions, which may as . As a result, discourage or prevent mergers or other takeover or change in control attempts of usus may be discouraged or prevented.

Section 203 of the Delaware General Corporation Law. We are subject to Section 203 of the Delaware General Corporation Law, or the DGCL, which prohibits a Delaware corporation from engaging in a any business combination with any interested stockholder for a period of three years following after the date the person that such stockholder became an interested stockholder, with the following exceptions: • before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested holderstockholder; • upon completion closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (a1) by persons who are directors and also officers and (b2) pursuant to employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and or • on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662⁄366 2/3% of the outstanding voting stock that is not owned by the interested stockholder. In general, Section 203 of the DGCL defines business combination to include the following: • any merger or consolidation involving the corporation and the interested stockholder; • any sale, lease, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; • subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; • any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of or any class or series of the corporation beneficially owned by the interested stockholder; and or • the receipt by the interested stockholder of the benefit of any loansloss, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 of the DGCL defines an “interested stockholder stockholder” as an entity or person who, together with the entity’s or person’s affiliates and associates, beneficially owns, or is an affiliate of the corporation and within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation. A Our Bylaws provide that the Court of Chancery of the State of Delaware corporation may opt out will be the exclusive forum for (i) any derivative action or proceeding brought on behalf of these provisions with an express provision in its certificate us under Delaware law, (ii) any action asserting a claim of incorporation. We have not opted out breach of these provisionsa fiduciary duty owed by any current or former director, which may as a resultofficer, discourage or prevent mergers or other takeover employee of the Company to us or change our stockholders, (iii) any action asserting a claim against us or any of our directors, officers, or other employees arising pursuant to any provision of the DGCL or our Certificate of Incorporation or Bylaws (as either may be amended from time to time), (iv) any action asserting a claim against us governed by the internal affairs doctrine, or (v) any other action asserting an “internal corporate claim,” as defined under Section 115 of the DGCL. The forgoing provisions do not apply to any claims arising under the Securities Act and, unless we consent in control attempts writing to the selection of usan alternative forum, the federal district courts of the United States will be the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act.