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.
我们已与每位董事及高级职员订立弥偿协议。这些赔偿协议可能要求
除其他事项外，我们赔偿我们的董事和高级管理人员的一些费用，包括律师费、判决、罚款和和解金额，这些费用是由董事或高级管理人员在担任我们的董事或高级管理人员、我们的任何子公司或应我们要求提供服务的任何其他公司或企业的服务所引起的任何诉讼或程序中产生的。
我们持有一份一般责任保险单，承保我们公司的董事和高级管理人员因其作为董事或高级管理人员的作为或不作为而产生的
索赔所产生的某些责任。
我们与参与发行或销售在此登记的任何证券的任何承销商或代理商签订的任何承销协议或分销协议可能要求此类承销商或经销商就特定责任（可能包括1933年证券法（修订版）规定的责任）向我们、我们的部分或全部董事和高级职员以及我们的控股人（如果有）提供赔偿。
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| 展品数 |
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展品说明 |
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以引用方式并入 |
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已归档
特此声明 |
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表格 |
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日期 |
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数 |
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| 1.1* |
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承销协议的格式 |
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| 1.2 |
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公开市场销售协议SM日期为2023年12月8日，由公司和杰富瑞有限责任公司签署 |
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X |
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| 3.1 |
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注册人注册成立证书 |
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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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注册人的附例 |
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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
