USE OF PROCEEDS
We will not receive any proceeds from the sale
of our common stock by the selling stockholders.
The selling stockholders will pay any underwriting
discounts and commissions and any similar expenses it incurs in disposing of the common stock. We will bear all other reasonable
costs, fees and expenses incurred in effecting the registration of the common stock covered by this prospectus, including all registration
and filing fees, fees and expenses of compliance with securities or “blue sky” laws, listing application fees, printing
expenses, transfer agent’s and registrar’s fees, costs of distributing prospectuses in preliminary and final form as
well as any supplements thereto, and fees and disbursements of counsel for the Company and all independent certified public accountants
and other persons retained by the Company.