(1) The amount to be registered consists of up to $100,000,000 (in U.S. dollars or the equivalent thereof at the time of sale for any debt security denominated in one or more foreign currencies or composite currencies) of an indeterminate principal amount of debt securities, an indeterminate number of shares of Preferred Stock, an indeterminate number of Common Stock warrants and an indeterminate number of shares of Common Stock as may from time to time be issuable hereunder and, as may be issuable upon conversion, exchange, exercise or settlement of any securities registered hereunder, including under any applicable anti-dilution provisions. (2) This registration statement also covers rights to purchase shares of the registrant’s Preferred Stock (the “Rights”) which are issuable pursuant to the registrant’s stockholder rights plan. Until the occurrence of certain prescribed events, the Rights are not exercisable and will be transferable along with and only with the Common Stock. The value attributable to the Rights, if any, is reflected in the value of the Common Stock. (3) Pursuant to General Instruction II. D. of Form S-3 under the Securities Act, the fee table does not specify by each class of securities to be registered information as to the amount to be registered, proposed maximum offering price per unit and the proposed maximum aggregate offering price. Securities sold hereunder may be sold separately, together or as units with other securities registered hereunder. (4) The proposed maximum offering price per security will be determined from time to time by the registrant in connection with, and at the time of, the issuance by the registrant of the securities registered hereunder. (5) Estimated solely for purposes of calculating the registration fee. No separate consideration will be received for securities as may from time to time be issued upon conversion or exchange of securities registered hereunder. (6) Calculated pursuant to Rule 457(o) under the Securities Act. (7) Pursuant to Rule 415(a)(6) under the Securities Act, this registration statement includes a total of $68,440,027.81 of unsold securities that had previously been registered under the Registrant’s registration statement on Form S-3 initially filed on December 24, 2008, file number 333-156459 (the “Prior Registration Statement”). The Prior Registration Statement registered securities for a maximum offering price of $150,000,000. After sales by the Registrant of securities thereunder, the Prior Registration Statement has a balance of unsold securities with an aggregate offering price of $68,440,027.81. In connection with the registration of such unsold securities pursuant to the Prior Registration Statement, the Registrant paid a registration fee of $2,689.69 for such unsold securities, which fee will continue to be applied to such unsold securities. Accordingly, the amount of the registration fee for the registration of securities under this registration statement has been calculated based on the proposed maximum offering price of the additional $31,559,972.19 of securities registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of the unsold securities registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. * Previously paid.