Our board of directors has adopted and declared advisable an amendment to our amended and restated certificate of incorporation to provide for the elimination of monetary liability of certain officers of the company in certain limited circumstances (the Amendment). The Amendment also provides that if the General Corporation Law of the State of Delaware (DGCL) is further amended to eliminate or limit the liability of officers, the liability of such officers will be limited or eliminated to the fullest extent permitted by law, as so amended. In addition, while the Amendment also includes conforming changes to the existing exculpation provision related to directors of the company set forth in Article VII of our amended and restated certificate of incorporation, the current exculpation protections available to the directors remain unchanged as a result of the Amendment. The proposed certificate of amendment of the amended and restated certificate of incorporation, which reflects the Amendment (Certificate of Amendment), is attached hereto as Appendix A.

Pursuant to and consistent with Section 102(b)(7) of the DGCL, our existing amended and restated certificate of incorporation already eliminates the monetary liability of directors to the fullest extent permitted by Delaware law, but does not provide for exculpation of officers. Effective August 1, 2022, Section 102(b)(7) of the DGCL (Section 102(b)(7)) was amended to permit companies to include in their certificates of incorporation limitations of monetary liability for certain officers. Consistent with Section 102(b)(7), the Amendment would only permit exculpation of certain officers for breaches of the fiduciary duty of care for direct claims brought by shareholders. This means that our board and shareholders may still bring claims on behalf of the company for a breach of the fiduciary duty of care against officers. Like the provision limiting the liability of directors, the Amendment does not permit the elimination of liability of officers for any breach of the duty of loyalty to the company or its shareholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit. The Amendment also does not permit the

limitation of liability of officers in any derivative action. The officers who would be covered by the Amendment include any officer who, during the course of conduct alleged to be wrongful, (i) is or was the company's president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, or chief accounting officer; (ii) is or was identified in the company's public filings with the Securities and Exchange Commission as a named executive officer; or (iii) has, by written agreement with the company, consented to being identified as an officer for purposes of service of process in Delaware. The description of the Amendment is qualified in its entirety by and should be read in conjunction with the full text of the Certificate of Amendment, which is attached hereto as Appendix A.

Our board believes that the Amendment would mitigate the risk of personal financial ruin as a result of an unintentional misstep and also does not negatively impact shareholder rights. Therefore, this exculpation will help attract and retain talented officers.

In addition, the board believes the Amendment better aligns the protections available to the company's officers with those currently available to the company's directors, and this protection strikes an appropriate balance between our shareholders' interest in accountability and their interest in the company being able to continue to attract and retain top executive talent.

The board has determined that it is in the best interests of the company and our shareholders to adopt the Amendment. Our officers will receive the liability exculpation protections afforded by the Amendment effective upon the company's filing of the Certificate of Amendment setting forth the Amendment with the Delaware Secretary of State, which is anticipated to occur promptly following the date of the Annual Meeting if this Proposal Three is adopted by our shareholders. The board retains the discretion to abandon, and not implement, the Amendment at any time before it becomes effective, even if it is approved by our shareholders.


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