(2) | We previously registered (the “Carry Forward Registration”) 1,954,450 of unsold shares of Common Stock (the “Carried Forward Unsold Securities”) pursuant to a Post-Effective Amendment No. 1 filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2024 to the Registration Statement on Form S-3 (File No. 333-277559) originally filed with the SEC on March 1, 2024 (the “New Registration Statement”) but such Carried Forward Unsold Securities have not been sold. Prior to the Carry Forward Registration, the Carried Forward Unsold Securities were registered pursuant to the Registration Statement on Form S-3 (File No. 333-255380) filed with the SEC on April 20, 2021 (the “Prior Registration Statement”). The Prior Registration Statement registered 3,000,000 shares of Common Stock pursuant to a Rule 424(b)(5) filing made with the SEC on August 10, 2021 in connection with an equity distribution agreement with J.P. Morgan with a proposed maximum aggregate offering price of $581,940,000 (the “Prior Distribution Agreement”). The registrant sold an aggregate of 1,045,550 shares of such Common Stock under the Prior Registration Statement and pursuant to the Prior Distribution Agreement, leaving the balance of the Carried Forward Unsold Securities, in respect of which the registrant paid an aggregate registration fee of $41,362.45 to register such Carried Forward Unsold Securities. The Prior Distribution Agreement expired on April 20, 2024 and a new equity distribution agreement with J.P. Morgan with an aggregate number of shares of Common Stock permitted to be sold equal to the Carried Forward Unsold Securities was entered into on May 13, 2024 (the “Distribution Agreement”) in connection with the filing of this prospectus supplement to the New Registration Statement. Pursuant to Rule 415(a)(6), the filing fee of $41,362.45 associated with the offering of the Carried Forward Unsold Securities was hereby carried forward to be applied to the offer and sale of the Carried Forward Unsold Securities registered under and to be sold and issued pursuant to the Distribution Agreement, and as a result, no additional filing fee is due with respect to the Carried Forward Unsold Securities included in this prospectus supplement. |