PLAN OF DISTRIBUTION
Each selling stockholder of the securities and any of its transferees, distributees, pledgees or donees or their successors may, from time to
time, sell any or all of their securities covered hereby on the NASDAQ Stock Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated
prices. A selling stockholder may use any one or more of the following methods when selling securities:
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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settlement of short sales entered into after the effective date of the registration statement of which this
prospectus is a part;
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in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of
such securities at a stipulated price per security;
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through the writing or settlement of options or other hedging transactions, whether through an options exchange
or otherwise;
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a combination of any of the foregoing methods of sale; or
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any other method permitted pursuant to applicable law.
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If the selling stockholder effects such transactions by selling shares of our common stock to or through underwriters, broker-dealers or
agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholder or commissions from purchasers of our common stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved).
From time to time, one or more of the selling stockholders may distribute, devise, gift, pledge, hypothecate or grant a security interest in
some or all of the shares of common stock owned by them. Any such distributees, devisees or donees will be deemed to be selling stockholders. Any such pledgees, secured parties or persons to whom the securities have been hypothecated will, upon
foreclosure in the event of default, be deemed to be selling stockholders.
The selling stockholder and any broker-dealer participating in
the distribution of our common stock may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed
to be underwriting commissions or discounts under the Securities Act of 1933, as amended. At the time a particular offering of the securities is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate
amount of securities being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholder and any discounts,
commissions or concessions allowed, reallowed or paid to broker-dealers.
The selling stockholder may choose not to sell any or may choose
to sell less than all of our common stock registered pursuant to the registration statement, of which this reoffer prospectus forms a part.
The selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other
participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may
affect the marketability of the common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of our common stock.
We will pay the expenses of the registration of our common stock sold by the selling stockholders, including, without limitation, Commission
filings fees, compliance with state securities or blue sky laws; provided, however, that the selling stockholder will pay all underwriting discounts and selling commissions, if any. As and when we are required to update this reoffer
prospectus, we may incur additional expenses.
Once sold under the registration statement, of which this reoffer prospectus forms a part,
our common stock will be freely tradable in the hands of persons other than our affiliates. We have notified the selling stockholders of the need to deliver a copy of this reoffer prospectus in connection with any sale of the shares.
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