Security

Type

Security

Class

Title

Fee
Calculation
or Carry
Forward

Rule

Maximum

Aggregate

Offering

Price

Carry
Forward
Form

Type

Carry

Forward

File

Number

Carry

Forward

Initial

Effective

Date

Filing Fee
Previously Paid
In Connection
with

Unsold
Securities

to be

Carried Forward

There are being registered hereunder such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) warrants to purchase common stock or preferred stock, (f) purchase contracts, and (h) units consisting of some or all of these securities in any combination, to be sold by the registrant from time to time at unspecified prices which shall have an aggregate initial offering price not to exceed $364,118,243. There are also being registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance.

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), the shares being registered hereunder include such indeterminate number of shares of the registrant’s securities as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

The proposed maximum per security and aggregate offering prices will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item 16(b) of Form S-3 under the Securities Act.

Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement represent $364,118,243 of unsold securities (the Unsold Securities) previously registered pursuant to a registration statement on Form S-3 (File No. 333-263863), initially filed by the registrant with the Securities and Exchange Commission on March 25, 2022 and declared effective on May 25, 2022 (the Prior Registration Statement). The Prior Registration Statement registered securities for a maximum aggregate offering price of $450,000,000, and of that amount the registrant has previously sold securities for an aggregate offering price of $85,881,757, leaving a balance of unsold securities with an aggregate offering price of $364,118,243. In connection with the filing of the Prior Registration Statement, the Registrant paid a filing fee of $33,754 associated with the offering of the Unsold Securities (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement), calculated in accordance with Rule 457(o) under the Securities Act. The filing fee associated with the offering of the Unsold Securities is hereby carried forward to be applied to the Unsold Securities registered hereunder and, as a result, no additional filing fee is due in respect of such Unsold Securities. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities under the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number 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 new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of securities registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.