The description of the registrant’s common stock contained in its registration statement on the form S-1 (File no. 333-259731), filed with the Commission in September
In addition, all documents subsequently filed by the Holder with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, as amended (other than reports current on form 8-K provided in accordance with section 2.02 or section 7.01 of the form 8-K, including all attachments to such information that relate to such items), prior to the filing of a post-effective amendment stating that all offered securities have been sold or de-registering all remaining unsold securities shall be deemed incorporated by reference present and to be part of it form the filing date of these documents; provided, however, that any document or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed to be incorporated by reference into this registration statement.
Any statement contained in the documents incorporated or deemed to be incorporated by reference in this registration statement is deemed to have been modified, superseded or superseded for purposes of this registration statement to the extent that any statement contained herein or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference into this registration statement modifies, supersedes or supersedes this statement. Any such statement so modified, superseded or superseded shall not be deemed, except as so modified, superseded or superseded, to constitute a part of this registration statement.
DESCRIPTION OF SECURITIES
INTERESTS OF NAMED EXPERTS AND COUNSEL
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Licensee is governed by the Delaware General Corporations Act, as it exists or may hereafter be amended (the “DGCL”). Article 145 of the DGCL (“Section 145”) provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be a party to any action, suit or proceeding threatened, pending or completed, whether civil, criminal, administrative or investigation (other than an action by or on behalf of such company) by reason of that person being or was a director, officer, employee or agent of such company, or is or served at the request of such company as a director, officer, employee or agent of another company or business. Indemnification may include expenses (including attorneys’ fees), judgments, fines and settlement amounts actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner that he or she reasonably believed to be in the best interests of the company or not contrary thereto and, with respect to any criminal action or proceeding, had no cause reasonable to believe that his conduct was unlawful.
Section 145 of the DGCL provides, in general, that a company may indemnify any person who was or is a party or is threatened to become a party to any action or proceeding threatened, pending or terminated by or in the law of the company to obtain a judgment in his favor because the person is or was a director, officer, employee or agent of the company, or is or served at the request of the company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against the expenses (including attorneys’ fees) actually and reasonably incurred by the person in the defense or settlement of such action or suit if acted in good faith and in a manner that it reasonably believed to be in the best interests of the Company or not contrary thereto, except that no indemnification will be made in respect of any claim, question or affair at the in respect of which he or she shall have been held liable to the company unless and only to the extent that the Court of Chancery or other competent court determines that, notwithstanding the adjudication of liability but having regard to all the circumstances of the matter, he or she is fairly and reasonably entitled to compensation for such expenses as the Court of Chancery or other court of competent jurisdiction deems appropriate.
Section 145 further authorizes a company to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the company, or who is or served at the request of the company as a director, officer, employee or agent of another company or firm, against any liability claimed against such person and incurred by such person in such capacity, or arising out of such person’s status as such, whether the whether or not the corporation otherwise has the power to indemnify that person against such liability under section 145.