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Table of Contents

PLAN OF DISTRIBUTION

The Selling Stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of our Common

Stock or interests in shares of our Common Stock received after the date of this prospectus from the Selling Stockholders as a gift, pledge,

partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of certain of their shares of our Common Stock or

interests in shares of our Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions.

These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying

prices determined at the time of sale, or at negotiated prices.

The Selling Stockholders may use any one or more of the following methods when disposing of shares or interests therein:

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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

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one or more underwritten offerings;

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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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an over-the-counter distribution in accordance with the rules of the Nasdaq Capital Market;

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through trading plans entered into by a Selling Stockholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of

an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of its securities on

the basis of parameters described in such trading plans;

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privately negotiated transactions;

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in a rights offering;

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internal distributions to their members, partners or shareholders;

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short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;

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by pledge to secured debt and other obligations;

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delayed delivery arrangements;

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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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in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or

at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a

market maker other than on an exchange or other similar offerings through sales agents;

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broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; and

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a combination of any such methods of sale or any other method permitted by applicable law.

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. The Selling

Stockholders may, from time to time, pledge or grant a security interest in some of the shares of our Common Stock owned by them and, if a Selling

Stockholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of our Common

Stock, from time to time, under this prospectus, or under an amendment or supplement to this prospectus amending the list of the Selling

Stockholders to include the pledgee, transferee or other successors in interest as the Selling Stockholders under this prospectus. The Selling

Stockholders also may transfer the shares of our Common Stock in other circumstances, in which case the transferees, pledgees or other successors in

interest will be the selling beneficial owners for purposes of this prospectus.

Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 21

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