DESCRIPTION OF CAPITAL STOCK
This section describes the general terms and provisions of the shares of our common stock, $0.0001 par value per share, and preferred stock,
$0.0001 par value per share, that we may issue. This description is only a summary. Our certificate of incorporation and our bylaws have been filed as exhibits to our periodic reports filed with the SEC, which are incorporated by reference into this
prospectus. You should read our certificate of incorporation and our bylaws for additional information before you buy any of our securities. See Where You Can Find More Information.
Common Stock
General. We are
authorized to issue up to 350,000,000 shares of common stock. As of July 28, 2021, there were 227,496,180 shares of common stock issued and outstanding.
Voting Rights. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a
vote of the stockholders, including the election of directors, and do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the
directors standing for election, if they so choose.
Dividends. Subject to preferences that may be applicable to any then
outstanding preferred stock, holders of common stock are entitled to receive ratably dividends, if any, as may be declared by our board of directors out of funds legally available therefor. We have not declared any dividends and have no current
plans to do so.
Other Rights. Upon our liquidation, dissolution or winding up, the holders of common stock will be entitled to
share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the prior rights of any preferred stock then outstanding. Holders of common stock have no
preemptive or conversion rights or other subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are, and the common stock offered, when issued, will be, fully
paid and nonassessable.
Transfer Agent and Registrar for Common Stock
The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. Its offices are located at 250 Royall Street,
Canton, MA 02021, and its telephone number is (800) 736-3001.
Preferred Stock
General. We are authorized to issue up to 10,000,000 shares of preferred stock. As of July 28, 2021, no shares of preferred
stock were issued and outstanding. Our board of directors has the authority, without further action by our stockholders, to issue from time to time the preferred stock in one or more series, and to fix the number of shares, designations,
preferences, powers, and other rights and qualifications, limitations or restrictions as our board of directors may authorize, including:
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the distinctive designation of each series and the number of shares that will constitute the series;
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the voting rights, if any, of shares of the series and the terms and conditions of the voting rights;
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the dividend rate on the shares of the series, the dates on which dividends are payable, any restriction,
limitation or condition upon the payment of dividends, whether dividends will be cumulative, and the dates from and after which dividends shall accumulate; |
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the prices at which, and the terms and conditions on which, the shares of the series may be redeemed, if the
shares are redeemable; |
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the procedures for any auction or remarketing, if any; |
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