Table of Contents
In general, under Rule 701, any of our employees, consultants or advisors who purchase shares from us in connection with a
compensatory stock or option plan or other written agreement in a transaction before the date of this offering that was completed in reliance on Rule 701 and complied with the requirements of
Rule 701 will, subject to the lock-up restrictions described below, be eligible to resell such shares 90 days after the date of this offering in reliance on Rule 144, but without
compliance with certain restrictions, including the holding period, contained in Rule 144.
In connection with this offering, we and each of our executive officers and directors and certain stockholders of ours that, together
with our executive officers and directors, hold substantially all of our outstanding capital stock prior to this offering have agreed, subject to certain exceptions, not to engage in sales or
dispositions of, or other transactions relating to, our common stock or securities convertible into or exercisable or exchangeable for our common stock or warrants or other rights to acquire shares of
our common stock. These "lock-up" restrictions end 180 days after the date of this prospectus. However, Stifel, Nicolaus & Company, Incorporated and BMO Capital Markets Corp. may permit
persons who are subject to these lock-up agreements to sell shares prior to the expiration of the lock-up agreements.
After this offering, the holders of 218,309,741 shares of common stock will be entitled to rights to cause us to register the sale of
those shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares, other than shares purchased by our affiliates, becoming fully tradable
without restriction under the Securities Act immediately upon the effectiveness of the registration. See "Description of Capital StockRegistration Rights" for additional information.
We intend to file a registration statement on Form S-8 under the Securities Act covering all of the shares of common
stock subject to options outstanding or reserved for issuance under our stock plans. We expect to file this registration statement as soon as practicable after this offering. However, none of the
shares registered on Form S-8 will be eligible for resale until the expiration of the lock-up agreements to which they are subject.