CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following discussion relates to certain transactions that involve both the Company and one of our executive officers, directors, director nominees or
five-percent stockholders, each of whom we refer to as a related party. For purposes of this discussion, a related-party transaction is a transaction, arrangement or relationship:
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in which we participate; |
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that involves an amount in excess of $120,000; and |
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in which a related party has a direct or indirect material interest. |
Related-Party Transaction Policy
We have a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of
related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person,
directly or indirectly, are, were or will be participants in which the amount involved will or may reasonably be expected to exceed $120,000 in any calendar year. Transactions involving compensation for services provided to us as an employee or
director are not covered by this policy. A related person is any person who is, or at any time since the beginning of the Companys last fiscal year was, an executive officer, director, or nominee to become a director of the Company or a
beneficial owner of more than 5% of any class of our voting securities, including any of such persons immediate family members and any entity that such persons owned, controlled, held a control position in or held a 5% or greater beneficial
ownership interest in.
Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a
related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to
our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our Board, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the
material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third
party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing
or potential related person transactions and to effectuate the terms of the policy.
In considering related person transactions, our audit committee, or
other independent body of our Board, will take into account the relevant available facts and circumstances including, but not limited to: the risks, costs and benefits to us; the impact on a directors independence in the event that the related
person is a director, immediate family member of a director or an entity with which a director is affiliated; the availability of other sources for comparable services or products; and the terms available to or from, as the case may be, unrelated
third parties or to or from employees generally.
The policy requires that, in determining whether to approve, ratify or reject a related person
transaction, our audit committee, or other independent body of our Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interest and those of our stockholders, as our audit
committee, or other independent body of our Board, determines in the good faith exercise of its discretion.
Certain
Related-Party Transactions
Except as described below, there have been no transactions since January 1, 2021 in which we have been a participant
in which the amount involved exceeded or will exceed $120,000, and in which any of our directors,
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