Common use of Company Not an “Investment Company Clause in Contracts

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares Securities or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares Securities or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the IPO Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares Securities or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Placement Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is notnot and, after giving effect to the offering and will not be, either after receipt sale of payment for the Offered Shares or after as contemplated herein and the application of the net proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, required to register as will not be an “investment company” under ”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after Securities and the application of the proceeds therefrom thereof as described contemplated under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or and the ProspectusProspectus will not be, required to register as an “investment company” under within the meaning of the Investment Company Act of 1940, as amended (amended, and the “Investment Company Act”)rules and regulations thereunder.

Company Not an “Investment Company. The Company is not, and will not benot, either after receipt of payment for the Offered Placement Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration StatementProspectus, the Time of Sale Prospectus or the Prospectusbe, required to register as an “investment company” or an entity “controlled” by an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the ProspectusProspectus at any time prior to the termination of this Agreement, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either immediately after receipt of payment for the Offered Shares or immediately after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, will not be required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares Securities or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “”Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or Statement and the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “"Use of Proceeds” " in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, required to register as an “"investment company” " under the Investment Company Act of 1940, as amended (the “"Investment Company Act”").

Company Not an “Investment Company. The Company is notnot and, after giving effect to the offering and will not be, either after receipt sale of payment for the Offered Shares or after and the application of the proceeds therefrom thereof as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or Information and the Prospectus, will not be required to register as an “investment company” under or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either immediately after receipt of payment for the Offered Shares or immediately after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either immediately after receipt of payment for the Offered Shares or immediately after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares ADSs or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Primary Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Placement Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended amended, and the rules and regulations of the Commission thereunder (the “Investment Company Act”).

Company Not an “Investment Company. The Company is notnot required, and will not be, either after receipt upon the issuance and sale of payment for the Offered Shares or after Securities as herein contemplated and the application of the net proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or and the ProspectusProspectus will not be required, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares Securities or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, or after receipt of payment for the shares of Common Stock offered in the Concurrent Registered Direct Offering, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Company Not an “Investment Company. The Company is not, and will not be, either after receipt upon the issuance and sale of payment for the Offered Shares or after Securities as herein contemplated and the application of the net proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or and the ProspectusProspectus will not be, required to register as an “investment company” under or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”)) and will conduct its business in a manner so that it will not become subject to the Investment Company Act.

Company Not an “Investment Company. The Company is notnot and, after giving effect to the offering and will not besale of the Shares as contemplated herein, either after receipt the offering of payment for the Offered Shares or after Preferred Stock in the Concurrent Private Placement and the application of the net proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, required to register as will not be an “investment company” under ”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “"Use of Proceeds” " in the Registration Statement, the Time of Sale Prospectus Statement or the ProspectusProspectuses, required to register as an “"investment company” " under the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares ADSs or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the ProspectusStatement and U.S. Prospectuses, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, or after receipt of payment for the Registered Direct Shares, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares ADSs or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares Securities or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not benot, either after receipt of payment for the Offered Shares Stock or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statementeach Applicable Prospectus, the Time of Sale Prospectus or the Prospectusbe, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and will, during the Prospectus Delivery Period, conduct its business in a manner so that it will not become subject to the Investment Company Act.

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the net proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company 1940 Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after giving effect to receipt of payment for the Offered Shares or after and the application of the proceeds therefrom thereof as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectuswill not be, required to register as an “investment company” under as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Company Not an “Investment Company. The Company is not, and will not be, either after receipt giving effect to the offering and sale of payment for the Offered Placement Shares or after and the application of the proceeds therefrom thereof as described under “Use of Proceeds” in the Registration Statement, Statement and the Time of Sale Prospectus or the Prospectuswill not be, required to register as an “investment company” under as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration StatementStatements, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Statement and each Applicable Prospectus, required to register as an “investment company” required to register under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is notnot and, after giving effect to the offering and will not be, either after receipt sale of payment for the Offered Shares or after Securities as contemplated herein and the application of the net proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, required to register as will not be an “investment company” under ”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after and the application of the proceeds therefrom thereof as described contemplated under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or and the ProspectusProspectus will not be, required to register as an “investment company” under within the meaning of the Investment Company Act of 1940, as amended (amended, and the “Investment Company Act”)rules and regulations thereunder.

Company Not an “Investment Company. The Company is not, and will not be, either after receipt giving effect to the offering and sale of payment for the Offered Placement Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares Securities or after the application of the proceeds therefrom as described under “Use of Proceeds” or “Use of Proceeds and Estimated Cash Runway”, as applicable, in the Registration Statement, the Time of Sale Prospectus General Disclosure Package or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Firm Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Statement and each Applicable Prospectus, required to register as an “investment company” required to register under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or Shares, after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares ADSs or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares Securities or after the application of the proceeds therefrom as described under “"Use of Proceeds” " in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “"investment company” " under the Investment Company Act of 1940, as amended (the “"Investment Company Act”").

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Depositary Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “”Investment Company Act”).

Company Not an “Investment Company. The Company is and its subsidiaries are not, and will not be, either after receipt of payment for the Offered Shares Securities or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Primary Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Information or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or Shares, after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, or after the Reorganization, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Placement Shares or after the application of the proceeds therefrom as described under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “"Use of Proceeds” " in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “"investment company” " under the Investment Company Act of 1940, as amended (the “"Investment Company Act”").

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or and the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Securities and the Warrant Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either as of the applicable Settlement Date and after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt giving effect to the offering and sale of payment for the Offered Shares or after and the application of the proceeds therefrom thereof as described under “Use in the each of Proceeds” in the Registration Statement, the Time of Sale Prospectus or and the ProspectusProspectus will not be, required to register as an “investment company” under as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Company Not an “Investment Company. The Company is not, and will not benot, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statementeach Applicable Prospectus, the Time of Sale Prospectus or the Prospectusbe, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and will, during the Prospectus Delivery Period, conduct its business in a manner so that it will not become subject to the Investment Company Act.

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Depositary Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares Underwritten Securities or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended.

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, required to register as an “investment company,” under as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Statement and each Applicable Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).an

Company Not an “Investment Company. The Company is not, and will not be, either immediately after the receipt of payment for the Offered Placement Shares or after and the application of the proceeds therefrom as described under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, will not be, required to register be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register Exhibit 1.1 as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares Securities or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended 1940 (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended amended, and the rules and regulations of the Commission thereunder (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares Stock or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Forward Shares and pursuant to the Forward Sale Agreements, or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” or an entity “controlled” by an “investment company” under the Investment Company Act of 1940, as amended and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).

Company Not an “Investment Company. The Company is and its subsidiaries are not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares Units or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Company Not an “Investment Company. The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).. ​