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In connection with the sale of our Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-

dealers or other financial institutions, which may in turn engage in short sales of our Common Stock in the course of hedging the positions they

assume. The Selling Stockholders may also sell shares of our Common Stock short and deliver these securities to close out their short positions, or

loan or pledge our Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or

other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to

such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution

may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the Selling Stockholders from the sale of our Common Stock offered by them will be the purchase price of our Common

Stock less discounts or commissions, if any. The Selling Stockholders reserve the right to accept and, together with their agents from time to time, to

reject, in whole or in part, any proposed purchase of our Common Stock to be made directly or through agents. We will not receive any of the

proceeds from any offering by the Selling Stockholders.

The Selling Stockholders also may in the future resell a portion of the shares of our Common Stock in open market transactions in reliance upon Rule

144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule, or pursuant to other available

exemptions from the registration requirements of the Securities Act.

The Selling Stockholders and any underwriters, broker-dealers or agents that participate in the sale of our Common Stock or interests therein may be

“underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale

of the shares of our Common Stock may be underwriting discounts and commissions under the Securities Act. If any Selling Stockholder is an

“underwriter” within the meaning of Section 2(11) of the Securities Act, then the Selling Stockholder will be subject to the prospectus delivery

requirements of the Securities Act. Underwriters and their controlling persons, dealers and agents may be entitled, under agreements entered into

with us and the Selling Stockholders, to indemnification against and contribution toward specific civil liabilities, including liabilities under the

Securities Act.

To the extent required, the shares of our Common Stock to be sold, the respective purchase prices and public offering prices, the names of any

agents, dealer or underwriter, and any applicable discounts, commissions, concessions or other compensation with respect to a particular offer will be

set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this

prospectus.

To facilitate the offering of the shares of our Common Stock offered by the Selling Stockholders, certain persons participating in the offering may

engage in transactions that stabilize, maintain or otherwise affect the price of our Common Stock. This may include over-allotments or short sales,

which involve the sale by persons participating in the offering of more shares than were sold to them. In these circumstances, these persons would

cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In

addition, these persons may stabilize or maintain the price of our Common Stock by bidding for or purchasing shares in the open market or by

imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if shares sold by them are

repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of our

Common Stock at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

Selling Stockholders may use this prospectus in connection with resales of the Common Stock. The applicable prospectus supplement will identify

the Selling Stockholders, the terms of the Common Stock and any material relationships between us and the Selling Stockholders. Selling

Stockholders may be deemed to be underwriters under the Securities Act in connection with the Common Stock they resell and any profits on the

sales may be deemed to be underwriting discounts and commissions under the Securities Act. Unless otherwise set forth in a prospectus supplement,

the Selling Stockholders will receive all the net proceeds from the resale of the Common Stock.

A Selling Stockholder that is an entity may elect to make an in-kind distribution of the shares of common stock to its members, partners or

shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus. To the extent that such members,

partners or shareholders are not affiliates of ours, such members, partners or shareholders would thereby receive freely tradable shares of common

stock pursuant to the distribution through a registration statement.

Exercise of Warrants

The Warrants may be exercised upon the surrender of the certificate evidencing such warrant on or before the expiration date at the offices of the

warrant agent, Continental Stock Transfer & Trust Company, in the Borough of Manhattan, City and State of New York, with the subscription form,

as set forth in the Warrants, duly executed, accompanied by full payment of the exercise price in cash, good certified check or good bank draft

payable to us, for the number of Warrants being exercised. At the option of our management, the Warrants may be required to be exercised on a

cashless basis pursuant to the warrant agreement governing the Warrants. In such event, the notice of redemption will contain the information

necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants.

No fractional shares will be issued upon the exercise of the Warrants. If, upon the exercise of the Warrants, a holder would be entitled to receive a

fractional interest in a share, we will, upon the exercise, round up to the nearest whole number the number of shares of Common Stock to be issued to

such holder.

Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 22

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