Registered Direct Offerings

We have acted as counsel to the issuer in multiple shelf registration statements filed on Form S-3 under Rule 415 of the Securities Act of 1933, which Form allows an issuer to register for later use of a specific dollar or share amount of securities without specifying at that time the type of security or method of the offering. Because the investors in a registered direct offerings receive unrestricted (registered) shares directly from the issuer, including through ATM (at the market) and other off-the-shelf takedowns, it is significantly easier for an issuer to secure investors willing to participate in the registered offering at pricing terms typically more attractive than for a private offering of the same securities.