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SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

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Table of Contents<br />

PLAN OF DISTRIBUTION<br />

This prospectus supplement may be used for resales from time to time by the selling stockholders set forth under “Selling<br />

Stockholders.”<br />

Subject to the restrictions described in this prospectus supplement, the securities being resold under this prospectus supplement<br />

may be resold from time to time in any of the following ways:<br />

• with respect to the common stock, on the New York Stock Exchange or such other national<br />

security exchange on which our common stock is listed, in transactions that may include special<br />

offerings and exchange distributions pursuant to and in accordance with the rules of such<br />

exchange;<br />

• in the over-the-counter market;<br />

• in transactions otherwise than on an exchange or in the over-the-counter market, or in a<br />

combination of any such transactions;<br />

• through the writing of options;<br />

• through ordinary brokerage transactions and transactions in which the broker-dealer solicits<br />

purchasers;<br />

• through block trades in which the broker-dealer will attempt to sell the shares as agent but may<br />

position and resell a portion of the block as principal to facilitate the transaction;<br />

• through purchases by a broker-dealer as principal and resale by the broker-dealer for its<br />

account;<br />

• in privately negotiated transactions;<br />

• in short sales;<br />

• through transactions in which broker-dealers may agree with the selling stockholders to sell a<br />

specified number of such shares at a stipulated price per share;<br />

• through a combination of any such methods of sale; and<br />

• any other method permitted pursuant to applicable law.<br />

In connection with resales of the securities or otherwise, the selling stockholders may enter into hedging transactions with brokerdealers,<br />

which may in turn engage in short sales of the securities and deliver securities to close out such short positions, or loan or<br />

pledge common stock to broker-dealers that in turn may sell such securities. Such transactions may be effected by the selling<br />

stockholders at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at<br />

fixed prices. The selling stockholders may effect such transactions by selling the securities to or through broker-dealers and such<br />

broker-dealers may receive compensation in the form of discounts or commissions from the selling stockholders and may receive<br />

commissions from the purchasers of the securities for whom they may act as agent (which discounts or commissions from the selling<br />

stockholders or such purchasers will not exceed those customary in the type of transactions involved).<br />

Any broker-dealers that participate with the selling stockholders in the distribution of the securities may be deemed to be<br />

“underwriters” within the meaning of the Securities Act, and any commissions or discounts received by such broker-dealers and any<br />

profit on the resale of the securities by such broker-dealers might be deemed to be underwriting discounts and commissions under<br />

such act.<br />

We are required to pay all fees and expenses incident to the registration of the Shares. We have agreed to indemnify the selling<br />

stockholders against certain losses, claims, damages and liabilities.<br />

S-47

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