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 $300,000. We have also agreed to reimburse the underwriters for certain of their expenses incurred in connection with the offering in
an amount up to $50,000.
A 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 we
will not, without the prior written consent of J.P. Morgan Securities LLC or Jefferies LLC, for a period of 90 days after the date of this prospectus supplement, (i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any common stock or any securities convertible into or exercisable or exchangeable
for common stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of common stock, whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of common stock or such other securities, in cash or otherwise, provided that the above restrictions do not apply to (1) shares of common stock sold in this offering, (2) the issuance of options to acquire shares of
common stock granted pursuant our benefit plans existing on the date hereof that are referred to in this prospectus supplement, as such plans may be amended, (3) the issuance of shares of common stock upon the exercise of any such options or
(4) the issuance of shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock in an aggregate amount not to exceed 1% of our outstanding common stock in connection with mergers, acquisitions
or strategic transactions with an unaffiliated third party (including, without limitation, joint ventures, manufacturing, marketing or distribution arrangements, collaboration agreements and intellectual property license agreements), provided that,
in the case of any issuance pursuant to this clause (4), we shall cause any recipient of such securities to execute and deliver to the J.P. Morgan Securities LLC and Jefferies LLC on or prior to the issuance of such securities, a lock-up agreement
restricting the transfer of such shares for a period of 45 days after the date of this prospectus.
Our directors and executive officers, and certain of our
significant shareholders have entered into
lock-up
agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for
a period of 90 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC and Jefferies LLC, offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open
put equivalent position within the meaning of Rule
16a-1(h)
under the Securities Exchange Act of 1934, as amended (the Exchange Act), grant any option, right or warrant for the sale of,
purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights with respect to, directly or indirectly, any shares of common stock or securities convertible into
or exchangeable or exercisable for any shares of common stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of
ownership of the common stock, whether any such aforementioned transaction is to be settled by delivery of the common stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or
disposition, or to enter into any such transaction, swap, hedge or other arrangement. Notwithstanding the above restrictions, any party to a
lock-up
agreement may transfer our securities (i) as a
bona
fide
gift or gifts, (ii) to any trust for the direct or indirect benefit of the party to the
lock-up
agreement, (iii) by will or intestate succession upon the death of the party to the
lock-up
agreement, (iv) if the party to the
lock-up
agreement is a corporation, limited liability company, partnership, trust, or other business entity, such entity may
transfer common stock as part of a distribution, transfer or distribution by the undersigned to its stockholders,
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