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Table of Contents

SELLING STOCKHOLDERS

This prospectus relates to the possible resale by the Selling Stockholders of up to 103,123,858 shares of our Common Stock. The Selling

Stockholders may from time to time offer and sell any or all of the Common Stock set forth below pursuant to this prospectus. When we refer to the

“Selling Stockholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors

and others who later come to hold any of the Selling Stockholders’ interest in Common Stock other than through a public sale.

The following table sets forth, as of the date of this prospectus, the names of the Selling Stockholders, the number of shares of our Common Stock

and the percentage of shares of our Common Stock beneficially owned by each Selling Stockholder prior to the offering for resale of the shares under

this prospectus, the aggregate principal amount that the Selling Stockholders may offer pursuant to this prospectus and the percentage of our

Common Stock to be beneficially owned by each Selling Stockholder after completion of the offering of the resale shares, assuming that all shares

offered under this prospectus are sold as contemplated herein.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules and

regulations generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting

thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. The percentages of shares of Common

Stock owned by a particular Selling Stockholder are based on 106,274,527 shares of Common Stock that are outstanding as of August 24, 2017.

We cannot advise you as to whether the Selling Stockholders will in fact sell any or all of such shares of Common Stock. Pursuant to the terms and

subject to the conditions of the Merger Agreement and certain lock-up agreements entered into at the Closing Date, the Selling Stockholders will not

be able to sell any of the shares of Common Stock (subject to limited exceptions) until one hundred and eighty days after the consummation of the

Business Combination. The restriction on sales will end earlier than such date with respect to 50% of such shares immediately if the closing price of

Common Stock exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days

within any 30-trading day period following the consummation of the Transactions.

Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 13

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