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Table of Contents

Dividends

We have not paid any cash dividends on shares of our Common Stock to date. The payment of cash dividends in the future will be dependent upon

our revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends subsequent to an initial

business combination will be within the discretion of the then board of directors.

Certain Anti-Takeover Provisions of Delaware Law

Staggered Board of Directors

Our Certificate of Incorporation provides that the Board of Directors will be classified into three classes of directors of approximately equal size. As

a result, in most circumstances, a person can gain control of our Board only by successfully engaging in a proxy contest at two or more annual

meetings.

Special Meeting of Stockholders

Our Bylaws provide that special meetings of our stockholders may be called only by a majority vote of the board of directors.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our Bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as

directors at an annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice must be

delivered to Company’s principal executive offices not less than 60 days nor earlier than 90 days prior to the meeting. In the event that less than 70

days’ notice or prior public disclosure of the date of the annual meeting of stockholders is given, a stockholder’s notice shall be timely if delivered to

Company’s principal executive offices not later than the close of business on the 10th day following the day on which such notice of the date of the

annual meeting was mailed or such public disclosure was mailed or such public disclosure was made, whichever first occurs. Company’s Bylaws also

specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude Company stockholders from

bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

Authorized but Unissued Shares

The Company’s authorized but unissued shares of Common Stock and preferred stock are available for future issuances without stockholder approval

and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit

plans. The existence of authorized but unissued and unreserved shares of Common Stock and preferred stock could render more difficult or

discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Exclusive Forum Selection

The current Certificate of Incorporation requires, to the fullest extent permitted by law, that derivative actions brought in Company’s name, actions

against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the

State of Delaware. Although Company believes this provision benefits it by providing increased consistency in the application of Delaware law in the

types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against Company’s directors and officers.

Rule 144

A person who has beneficially owned restricted shares of Common Stock for at least six months would be entitled to sell their shares provided that

(1) such person is not deemed to have been one of Company’s affiliates at the time of, or at any time during the three months preceding, a sale and

(2) Company is subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially

owned restricted shares of Common Stock for at least six months but who are Company’s affiliates at the time of, or any time during the three

months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period a

number of shares that does not exceed the greater of either of the following:

●

1% of the number of shares then outstanding; and

●

the average weekly trading volume of the shares of Common Stock during the four calendar weeks preceding the filing of a notice on Form

144 with respect to the sale.

Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 19

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