We are offering $100,000,000 of our shares of common stock, which we will lend to J.P. Morgan Securities LLC (which we refer to as the "share borrower" when acting in such capacity), an underwriter for this offering. The shares being lent by us to the share borrower are referred to herein as the "borrowed shares." See "Description of Share Lending Agreement."

We will not receive any proceeds from the sale of the borrowed shares in this offering. The share borrower or its affiliates will receive all the proceeds from the sale of the borrowed shares, but the share borrower will pay us a nominal lending fee for the use of the borrowed shares pursuant to the share lending agreement.