We estimate that the total expenses of this offering, including registration, filing and listing fees, printing
fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $435,500.
A prospectus
supplement and the accompanying prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a
number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet
distributions on the same basis as other allocations.
We have agreed that, subject to specified limited exceptions, for a period of 60 days from the
date of this prospectus supplement, we will not, without the prior written consent of the representatives, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be
expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the Exchange Act, any shares of our common stock (other than those offered in this offering) or any securities convertible into, or exercisable for, shares of our common stock, or
publicly announce an intention to effect such a transaction. The restrictions described above, however, will not apply to: the issuance of shares of common stock upon the exercise of an option or warrant (whether by cash or cashless or
net exercise) or the conversion of an existing outstanding security; the issuance of equity-based awards pursuant to our equity incentive award plans; the filing of a registration statement on Form
S-8 relating to shares of common stock granted, or options to purchase, pursuant to or reserved for issuance under our equity incentive award plans; and the sale or issuance of or entry into an agreement to
sell or issue shares of common stock or securities in connection with (1) an equipment leasing arrangement or debt financing facility, (2) merger, (3) acquisition of securities, businesses, property or other assets, (4) joint venture
or (5) strategic alliance, provided that the aggregate number of shares of common stock or securities convertible into or exercisable for common stock (on an as-converted or
as-exercised basis, as the case may be) that we may issue or sell pursuant to clauses (1) (5) above, shall not exceed 5.0% of the total number of shares of our common stock issued and outstanding
immediately following the completion of such transaction(s) and provided that any transferee pursuant to clauses (1) (5) above shall execute a lock-up agreement in the substantial form and substance as
the lock-up agreements entered into by our executive officers and directors as described below. The representatives in their sole discretion may release us from any of the agreements described in this
paragraph.
Our executive officers and directors have agreed that, subject to specified limited exceptions, for a period of 60 days from the date of this
prospectus supplement, they will not, and will not cause or direct any of their affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of our common stock, or any options
or warrants to purchase any shares of our common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of our common stock (such options, warrants or other securities, collectively,
Derivative Instruments), (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward,
swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic
consequences of ownership, in whole or in part, directly or indirectly, of any shares of our common stock or Derivative Instruments, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of
common stock or other securities, in cash or otherwise or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction
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