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EFTA01378061

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us per share of common stock. The underwriting discounts and commissions are $ per share. The following tables show the per share and total undenvnting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters' option to purchase 5,000.000 additional shares of common stock. No exorcise Full wombs* Per share Total We have agreed to reimburse the underwriters for counsel fees and expenses relating to clearance of this offering with the Financial Industry Regulatory Authority. Inc. and under Blue Sky laws in an amount up to $50,000. and the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share program, not to exceed 510,000. The underwriters have also agreed to reimburse us for certain of our expenses in connection with this offering. We estimate that our total net expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $8.0 million. A prospectus in electronic format may be made available on the websites maintained by one or more underwriters. or selling group members. if any. participating in this offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to underwriters and selling group members that may make intemet distributions on the same basis as other allocations. The underwriters have informed us that they do not expect to sell more than 5% of the common stock in the aggregate to accounts over which they exercise discretionary authority. We, IAC, and our directors and executive officers have agreed not to (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to s

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