USE OF PROCEEDS
We will receive no proceeds from the sale of the Securities by the Selling Stockholder. We may, however, receive cash proceeds equal to up to the total exercise
price of the Warrants to the extent that the Warrants are exercised for cash. The exercise price of the first series of Warrants is $9.00 per Common Share and the exercise price of the second
series of Warrants is $12.00 per Common Share. The exercise price and the number of Common Shares issuable upon exercise of the Warrants may be adjusted in certain circumstances,
including stock splits, dividends or distributions, or other similar transactions. However, the Warrants contain a "cashless exercise" feature that allows the holders to exercise the
Warrants without making a cash payment to us in the event that there is no registration statement registering the Warrant Shares for resale. There can be no assurance that any of these
Warrants will be exercised by the Selling Stockholder at all or that the Warrants will be exercised for cash rather than pursuant to the "cashless exercise" feature. To the extent we
receive proceeds from the cash exercise of the Warrants, we intend to use such proceeds to provide capital support or for general corporate purposes, which may include, without limitation,
supporting asset growth and engaging in acquisitions or other business combinations. We do not have any specific plans for acquisitions or other business combinations at this time. Our
management will retain broad discretion in the allocation of the net proceeds from the exercise of the Warrants for cash.
The Selling Stockholder will pay any underwriting discounts and commissions and any similar expenses they incur in disposing of the Securities. We will bear all other
costs, fees and expenses incurred in effecting the registration of the Securities covered by this prospectus. These may include, without limitation, all registration and filing fees, printing fees and
fees and expenses of our counsel and accountants.