(1) | There
are being registered hereunder such indeterminate number of shares of common stock, such indeterminate number of shares of preferred
stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred
stock or debt securities. The securities registered also include such indeterminate amount of all securities previously issued hereunder.
The securities registered also include such indeterminate number of shares of common stock, preferred stock and amount of debt securities
as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants
or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933,
as amended (“Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common
stock and preferred stock 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 per class of securities 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. Separate consideration may or may not be received for securities that are issuable on exercise,
conversion or exchange of other securities. The registrant is relying on Rules 456(b) and 457(r) under the Securities Act to defer payment
of the entire registration fee. In connection with the securities offered hereby, the registrant will pay “pay-as-you-go registration
fees” in accordance with Rule 456(b) under the Securities Act. The registrant will calculate the registration fee applicable to
an offer of securities pursuant to this registration statement based on the fee rate in effect on the date of such fee payment. |