the description of the registrant’s common shares, par value $0.00001 per share, as set out in the registrant’s registration statement on the form 8-A filed by the holder with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on October 13, 2021, including any amendments or any report filed with purposes of updating this description.
All documents subsequently filed by the holder pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment this registration statement indicating that all securities offered have been sold or canceling the registration of all securities then remaining unsold, shall be deemed incorporated herein by reference from the date of filing of these documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes of this registration statement to the extent that any statement contained herein or in any subsequently filed document that is also incorporated or is deemed to be incorporated by reference herein, modifies or supersedes this prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Item 5. Interests of appointed experts and counsel.
Point 6. Indemnification of directors and officers.
As permitted by Section 102(b)(7) of the Delaware General Corporations Law (the “DGCL”), our Amended and Restated Certificate of Incorporation contains a provision to eliminate the personal liability of our directors for monetary damages for breach of their fiduciary duties. directorships, subject to certain exceptions. In addition, our Amended and Restated Certificate of Incorporation provides that we are required to indemnify our officers and directors in certain circumstances, including circumstances in which indemnification would otherwise be discretionary, and we are required to advance expenses to our officers and directors as they arise. in any action against them for which they may be indemnified, in each case except to the extent that the DGCL prohibits the elimination or limitation of directors’ liability for breaches of fiduciary duty.
Section 145(a) of the DGCL provides that a company has the power to indemnify any person who was or is a party or is threatened to become a party to any action, suit or proceeding threatened, in progress or completed, that it is civil, criminal, administrative or investigative (other than an action by or in the law of the company) by reason of the fact that the person is or was a director, officer, employee or agent of the company , or is or has served at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other business, against expenses (including attorney), judgments, fines and settlement amounts actually and reasonably incurred by him in any such action, suit or proceeding if the person acted in good faith and in a manner he believes reasonably be in the interests of the company or not, and, in c e with respect to any criminal action or proceeding, had no reasonable grounds to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent shall not, in itself, create a presumption that the person did not act in good faith and ‘in a manner that the person reasonably suspected to be in or not adverse to the company’s best interests and, with respect to any criminal action or proceeding, had reasonable grounds to believe that their conduct was unlawful.
Section 145(b) of the DGCL provides that a company has the power to indemnify any person who was or is a party or is threatened to become a party to any action or proceeding threatened, in progress or completed by or in the law of the company to obtain a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the company, or is or served at the request of the company as a director , officer, employee or agent of another corporation, partnership, joint venture, trust or other business for expenses (including attorneys’ fees) actually and reasonably incurred by him in defending or settling any ‘such action or suit whether the person acted in good faith and in a manner which the person has reasonable grounds to believe is in the best interests of the company or not, except that no compensation shall will be made with respect to all