We are required to pay certain fees and expenses
incurred by us incident to the registration of the securities. We have agreed to indemnify the selling stockholders against certain
losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus effective
until the earlier of (i) the date on which the securities may be resold by the selling stockholders without registration or restriction
(including any volume or manner-of-sale limitations pursuant to Rule 144), without the requirement for us to be in compliance with
the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect or (ii)
all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar
effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws.
Under applicable rules and regulations under
the Exchange Act, any person engaged in the distribution of the shares of common stock may not simultaneously engage in market
making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the
commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders.