BACKGROUND

Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit a Delaware corporation’s certificate of incorporation to include a provision eliminating or limiting monetary liability for certain senior corporate officers for breach of the duty of care in certain actions. Such senior corporate officers are: (i) a corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) an individual identified in public filings as one of the most highly compensated officers of the corporation; and (iii) an individual who, by written agreement with the corporation, has consented to be identified as an officer for purposes of Delaware’s long-arm jurisdiction statute. As so amended, Section 102(b)(7) of the DGCL permits exculpation for direct claims brought by stockholders for breach of such an officer’s fiduciary duty of care, including class actions, but does not eliminate an officer’s monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. Furthermore, the limitation of liability does not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit.

Section 9.1 of Article IX of our Amended and Restated Certificate of Incorporation currently provides that no director of the Company will be personally liable for monetary damages for breach of fiduciary duty as a director of the Company, to the fullest extent permitted by law, including the DGCL. We are asking our stockholders to approve a proposed amendment to our Amended and Restated Certificate of Incorporation to reflect the recent amendments to Section 102(b)(7) of the DGCL to extend to certain of our officers the liability protections currently afforded to our directors. The proposed amendment would amend and restate Section 9.1 of Article IX of our Amended and Restated Certificate of Incorporation in its entirety as follows:

“Section 9.1 Limited Liability. To the fullest extent permitted by law, no director or officer of this Corporation shall be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of this Corporation shall be limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal or elimination of this Section 9.1, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Section 9.1, shall not affect its application with respect to an act or omission by a director or officer occurring before such amendment, adoption, repeal or elimination. Solely for purposes of this paragraph, "officer" shall have the meaning provided in Section 102(b)(7) of the DGCL as amended from time to time.”

The Board has unanimously approved and declared advisable the amendment to update the exculpation provision in line with Section 102(b)(7) of the DGCL, as amended, and recommends that our stockholders approve such amendment. If our stockholders approve this Proposal 3, then we will file a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) substantially in the form attached hereto as Appendix A.

PURPOSE AND POSSIBLE EFFECTS OF THE PROPOSED AMENDMENT

The Board desires to amend our Amended and Restated Certificate of Incorporation to maintain provisions consistent with the governing statutes contained in the DGCL. The proposed amendment would allow for the exculpation of such officers only in connection with direct claims brought by our stockholders, including class actions, but would not eliminate such officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. As is currently the case with directors under our Amended and Rested Certificate

32

of Incorporation, the amendment would not limit the liability of officers for: any breach of the duty of loyalty to the Company or our stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, and any transaction from which the officer derived an improper personal benefit.

The Board believes that amending our Amended and Restated Certificate of Incorporation to add the authorized liability protection for certain officers, consistent with the protection in our Amended and Restated Certificate of Incorporation currently afforded our directors, is necessary in order to continue to attract and retain experienced and qualified officers. In the absence of such protection, qualified officers might be deterred from serving as officers due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. The nature of the role of corporate officers often requires them to make decisions on crucial matters, often in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment. The Board believes that limiting liability in line with Section 102(b)(7) of the DGCL, as amended, would avoid costly and protracted litigation that could distract our senior officers from important operational and strategic matters, while empowering our officers to best exercise their business judgment in furtherance of stockholder interests.

In approving and declaring advisable the amendment, the Board took into particular account the narrow class and type of claims for which the specified officers would be exculpated from liability pursuant to Section 102(b)(7) of the DGCL, as amended, the limited number of our officers who would be impacted and the benefits the Board believes would accrue to the Company by providing exculpation in accordance with Section 102(b)(7) of the DGCL, as amended, including the ability to attract and retain key officers and the potential to reduce litigation costs associated with frivolous lawsuits. The Board balanced these considerations with the Company’s corporate governance guidelines and practices and determined that it is advisable and in the best interests of the Company and our stockholders to amend the Amended and Restated Certificate of Incorporation to adopt Section 102(b)(7) of the DGCL, as amended.

The proposed amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any officer.

REQUIRED VOTE; EFFECT OF PROPOSAL

To be approved, this Proposal 3 requires the affirmative vote of at least two-thirds of the outstanding shares of common stock entitled to vote on the election of directors at this Annual Meeting, in person or by proxy. Abstentions and broker non-votes will have the same effect as votes “AGAINST” this Proposal 3. Proxies solicited by the Board from stockholders of record will be voted “FOR” approval of this Proposal 3, unless otherwise specified. However, if you hold your shares through a bank, brokerage firm or other nominee, you must instruct such your nominee as to how to vote your shares with respect to this Proposal 3; otherwise your shares will constitute “broker non-votes” with respect to this Proposal 3 and will have the same effect as a vote “AGAINST” this Proposal 3. If stockholder approval for this Proposal 3 is obtained, the amendment will become effective immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, which we expect to file promptly after the Annual Meeting. Other than the replacement of the existing Section 9.1 with the proposed Section 9.1 copied above, our Amended and Restated Certificate of Incorporation would be unchanged after effectiveness of the Certificate of Amendment. If stockholder approval for this Proposal 3 is not obtained, then the Certificate of Amendment will not be filed with the Secretary of State of the State of Delaware.

33

In accordance with the DGCL, the Board retains the discretion to abandon, and not implement, the amendment at any time before it becomes effective, notwithstanding stockholder approval of the proposed amendment.