| (1) |
There
is being registered hereunder an indeterminate number of shares of (a) common stock, (b) preferred stock, (c) debt securities, (d)
warrants to purchase common stock, preferred stock or debt securities of the registrant, and (e) units, consisting of some or all
of these securities in any combination, as may be sold from time to time by the registrant. Any securities registered hereunder may
be sold separately or as units with other securities registered hereunder. There is also being registered hereunder an indeterminate
number of shares of common stock, preferred stock and debt securities as shall be issuable upon conversion, exchange or exercise
of any securities that provide for such issuance. In no event will the aggregate offering price of all types of securities issued
by the registrant pursuant to this registration statement exceed $200,000,000. Pursuant to Rule 416 under the Securities Act of 1933,
as amended, this registration statement also covers any additional securities that may be offered or issued in connection with any
stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not
be received for securities that are issuable upon conversion, exercise or exchange of other securities. If any debt securities are
issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate
offering price not to exceed $200,000,000 after the date hereof. |