DESCRIPTION OF CAPITAL STOCK
The following is a summary of all material characteristics of our capital stock as set forth in our amended and restated certificate of
incorporation, as amended, or our Charter, and our amended and restated bylaws, or our Bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to our Charter and our Bylaws, copies of which have been filed
as exhibits to our SEC filings. For more information, see Where You Can Find More Information.
Common Stock
General
. We may issue shares of our common stock from time to time. We are currently authorized to issue 135,000,000 shares of common
stock, par value $0.001 per share. As of March 31, 2018, there were 83,996,817 shares of our common stock issued and outstanding. Pursuant to a definitive proxy statement filed with the SEC on April 30, 2018, we have asked our stockholders
to approve an amendment to our Charter to increase the total number of authorized shares of our common stock by 35,000,000 shares, from 135,000,000 shares to 170,000,000 shares, or the Charter Amendment Proposal. If our stockholders approve the
Charter Amendment Proposal at our annual meeting of stockholders to be held on June 14, 2018, we will be authorized to issue 170,000,000 shares of our common stock, par value $0.001 per share. The rights, preferences and privileges of holders
of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any of our outstanding preferred stock.
Dividend Rights
. Subject to preferences that may be applicable to any then outstanding shares of preferred stock, holders of common
stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefor.
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. The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders will not be able to elect directors on the basis of their votes
alone.
No Preemptive, Conversion or Similar Rights
. Holders of common stock have no preemptive rights and no right to convert
their common stock into any other securities.
Right to Receive Liquidation Distributions
. In the event of a liquidation,
dissolution or winding up, holders of the common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any then outstanding shares of preferred stock.
Fully Paid and
Non-Assessable
. All outstanding shares of common stock are, and all shares of
common stock to be issued under this prospectus will be, fully paid and
non-assessable.
Preferred Stock
Our Charter provides that our board of directors has the authority, without further action by the stockholders, to issue up to
5,000,000 shares of preferred stock in one or more series and to fix the number of shares constituting any series or the designation of a series and to determine or alter for each series or designation of a series the voting powers, if any, and the
designations, preferences, and relative, participating, optional, or other rights, and the qualifications, limitations or restrictions, of any series or the designation of a series. Prior to the issuance of shares of each series of preferred stock,
the board of directors is required by the General Corporation Law of the State of Delaware, or the DGCL, and our Charter, to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Delaware. The
certificate of designation will establish, for each class or series of preferred stock, the rights, preferences, and privileges of such class or series.
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