PLAN OF DISTRIBUTION
Upon its acceptance of written instructions from us, Wells Fargo Securities, LLC will use its commercially reasonable efforts consistent with
its sales and trading practices to solicit offers to purchase shares of our common stock, under the terms and subject to the conditions set forth in the equity distribution agreement. We will instruct Wells Fargo Securities, LLC as to the amount of
common stock to be sold by Wells Fargo Securities, LLC. We may instruct Wells Fargo Securities, LLC not to sell common stock if the sales cannot be effected at or above the price designated by us in any instruction. We or Wells Fargo Securities, LLC
may suspend the offering of common stock upon proper notice and subject to other conditions.
Wells Fargo Securities, LLC will provide
written confirmation to us no later than the opening of the trading day on the Nasdaq Global Market following the trading day in which shares of our common stock are sold under the equity distribution agreement. Each confirmation will include the
number of shares sold on the preceding day, the net proceeds to us and the compensation payable by us to Wells Fargo Securities, LLC in connection with the sales.
We will pay Wells Fargo Securities, LLC commissions for its services in acting as agent and/or principal in the sale of common stock. Wells
Fargo Securities, LLC will be entitled to compensation equal to 2.50% of the gross sales price per share of common stock for shares having an aggregate offering price of up to $10,000,000, and a commission of 2.25% of the gross sales price per share
of common stock thereafter, for shares sold through our sales agent under the equity distribution agreement. We have also agreed to reimburse the sales agent for certain fees and expenses, including fees and disbursements of counsel to the sales
agent. We estimate that the total expenses for the offering, excluding compensation payable to Wells Fargo Securities, LLC under the terms of the equity distribution agreement, will be approximately $350,000.
Settlement for sales of common stock will occur on the second business day following the date on which any sales are made, or on some other
date that is agreed upon by us and Wells Fargo Securities, LLC in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We will report at least quarterly the number of shares of common stock sold through Wells Fargo Securities, LLC, as agent, under the
equity distribution agreement, the net proceeds to us and the compensation paid by us to Wells Fargo Securities, LLC in connection with the sales of common stock.
Wells Fargo Securities, LLC and its affiliates have provided commercial banking services for us from time to time, for which they have
received customary fees and expenses. In the future, Wells Fargo Securities, LLC may provide various investment banking, commercial banking, fiduciary and advisory services for us from time to time for which they may receive customary fees and
expenses. Wells Fargo Securities, LLC and its affiliates may, from time to time, engage in other transactions with and perform services for us in the ordinary course of their business.
In connection with the sale of the common stock on our behalf, Wells Fargo Securities, LLC may, and will with respect to sales effected in an
at the market offering, be deemed to be an underwriter within the meaning of the Securities Act of 1933, and the compensation of Wells Fargo Securities, LLC may be deemed to be underwriting commissions or discounts. We have
agreed to indemnify Wells Fargo Securities, LLC against specified liabilities, including liabilities under the Securities Act, or to contribute to payments that Wells Fargo Securities, LLC may be required to make because of those liabilities.
The offering of shares of our common stock pursuant to the equity distribution agreement will terminate upon the earlier of (1) the sale
of all common stock subject to the agreement or (2) termination of the equity distribution agreement. The equity distribution agreement may be terminated by Wells Fargo Securities, LLC or us at any time upon 3 days notice, and by Wells
Fargo Securities, LLC at any time in certain circumstances, including if trading of our common shares on the Nasdaq Global Market has been suspended or limited or the occurrence of a material adverse change in our company.