| (3) | Pursuant
to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registrant
statement include $60,000,000 of unsold securities previously registered on the registrant’s
registration statement on Form S-3 (File No. 333-268560) (the “Prior Registration
Statement”), which was originally filed with the Securities and Exchange Commission
(the “SEC”) on November 25, 2022, and declared effective by the SEC on
December 6, 2022 (the “Unsold Securities”). The registrant paid a fee
of $13,775.00 in connection with the filing of the Prior Registration Statement, of which
$6,612.00 relates to $60,000,000 of the Unsold Securities included in this registration statement.
Pursuant to Rule 415(a)(6) under the Securities Act, the filing fee relating to such Unsold
Securities under the Prior Registration Statement, which was paid under the Prior Registration
Statement, will continue to be applied to such Unsold Securities registered pursuant to this
registration statement. In accordance with Rule 415(a)(5) and Rule 415(a)(6), the registrant
may continue to offer and sell the securities covered by the Prior Registration Statement
during the grace period afforded by Rule 415(a)(5). To the extent that, after the filing
date hereof and prior to effectiveness of this registration statement, the registrant sells
any of the Unsold Securities under the Prior Registration Statement pursuant to Rule 415(a)(5),
the registrant will identify in a pre-effective amendment to this registration statement
the updated amount of Unsold Securities from the Prior Registration Statement to be included
in this registration statement pursuant to Rule 415(a)(6) and the updated amount of securities
to be registered on this registration statement. Pursuant to Rule 415(a)(6) under the Securities
Act, the offering of securities under the Prior Registration Statement will be deemed terminated
as of the date of effectiveness of this registration statement. |