424 NDAQ shares were withheld to cover taxes or exercise cost (Officer)

1. Represents shares of Common Stock withheld for taxes in connection with the settlement of an equity award previously granted under the Issuer's Equity Incentive Plan.
2. Represents (i) 7,981 shares or units of restricted stock, of which 1,194 are vested, (ii) 1,764 shares of Common Stock underlying PSUs, none of which are vested, and (iii) 1,667 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

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