Our certificate of incorporation provides that we will indemnify each person who was or is a
party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer,
or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being
referred to as an Indemnitee), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect
to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our certificate of incorporation provides that we will indemnify any Indemnitee who was or is a party to an action or suit by or in
the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner,
employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including
attorneys fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless
a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the
merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.
我們已與每位董事及高級職員訂立彌償協議。這些賠償協議可能要求
除其他事項外，我們賠償我們的董事和高級管理人員的一些費用，包括律師費、判決、罰款和和解金額，這些費用是由董事或高級管理人員在擔任我們的董事或高級管理人員、我們的任何子公司或應我們要求提供服務的任何其他公司或企業的服務所引起的任何訴訟或程序中產生的。
我們持有一份一般責任保險單，承保我們公司的董事和高級管理人員因其作為董事或高級管理人員的作為或不作為而產生的
索賠所產生的某些責任。
我們與參與發行或銷售在此登記的任何證券的任何承銷商或代理商簽訂的任何承銷協議或分銷協議可能要求此類承銷商或經銷商就特定責任（可能包括1933年證券法（修訂版）規定的責任）向我們、我們的部分或全部董事和高級職員以及我們的控股人（如果有）提供賠償。
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| 展品數 |
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展品説明 |
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以引用方式併入 |
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已歸檔
特此聲明 |
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表格 |
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日期 |
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數 |
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| 1.1* |
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承銷協議的格式 |
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| 1.2 |
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公開市場銷售協議SM日期為2023年12月8日，由公司和傑富瑞有限責任公司簽署 |
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X |
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| 3.1 |
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註冊人註冊成立證書 |
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10-K |
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3/30/23 |
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3.1 |
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| 3.2 |
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註冊人的附例 |
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8-K |
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11/7/2022 |
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3.2 |
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II-2
