Common use of Market Capitalization Clause in Contracts

Market Capitalization. At the time the Original Registration Statement is declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 of Form S-3. The Company satisfies the pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offering. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is was originally declared effective, and at the time the Company’s most recent current Annual Report on Form 10-K is filed after the Registration Statement was filed with the Commissionoriginally declared effective, the Company met or and will meet the then then-applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 of Form S-3. The Company satisfies the pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offering. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is was originally declared effective, and at the time the Company’s most recent Annual Report on Form 1020-K F was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 F-3 under the Securities Act. As of the date hereof, the Company meets the applicable requirements for the use of Form F-3 under the Securities Act including, but not limited to, General Instruction I.B.1 I.B.1. of Form S-3. The Company satisfies the pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offeringF-3. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 twelve (12) calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 I.B.5. of Form S-3F-3) with the Commission at least 12 twelve (12) calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is was originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, including General Instruction I.B.1 of Form S-3. The Company satisfies the pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offering. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is was declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instructions I.A and I.B of Form S-3. As of the date hereof, the Company meets the requirements for the use of Form S-3, including, but not limited to, General Instruction I.B.1 of Form S-3. The Company satisfies the pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offering. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is and any Rule 462(b) Registration Statement was or will be filed with the Commission, at the time the Registration Statement and any Rule 462(b) Registration Statement was or will be declared effectiveeffective by the Commission, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 of Form S-3. The Company satisfies the pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offering. The Company is not a shell company (as defined in Rule 405 under the Securities Act405) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 I.B.6. of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is was originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, including General Instruction I.B.1 of Form S-3. The Company satisfies the pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offering. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is declared originally became effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the CommissionCommission (other than the Company’s Annual Report on Form 10-K for the year ended December 31, 2020), the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 of Form S-3. The Company satisfies the pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offering. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is and any Rule 462(b) Registration Statement was or will be filed with the Commission, at the time the Registration Statement and any Rule 462(b) Registration Statement was or will be declared effectiveeffective by the Commission, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 of Form S-3. The Company satisfies the pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offering. The Company is not a shell company (as defined in Rule 405 under the Securities Act405) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 I.B.6. of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is was originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 of Form S-3. The Company satisfies the pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offering. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is was originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, including General Instruction I.B.1 of Form S-3. The Company satisfies meets the pre-1992 eligibility requirements for definition of the use of a registration statement on Form S-3 term “experienced issuer” specified in connection with this offeringFINRA Rule 5110(j)(6). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is was originally declared effective, and at the time the Company’s most recent Annual Report on Form 1020-K F was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 F-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 Instructions I.A and I.B.1. of Form S-3F-3, or as set forth in Section 7(x), General Instruction I.B.5. The Company satisfies the pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offeringF-3. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 I.B.5 of Form S-3F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is was originally declared effective, and at the time the Company’s most recent Annual Report on Form 1020-K F was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 F-3 under the Securities Act, including, including but not limited to, General to Instruction I.B.1 of Form S-3. The Company satisfies F-3, subject to the pre-1992 eligibility requirements for the use 60 day period set forth in Instruction I.B.1 of a registration statement on Form S-3 in connection with this offeringF-3. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 I.B.5 of Form S-3F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is was originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, including but not limited to, General to Instruction I.B.1 of Form S-3. The Company satisfies meets the pre-1992 eligibility requirements for definition of the use of a registration statement on Form S-3 term “experienced issuer” specified in connection with this offeringFINRA Rule 5110(j)(6). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is and any Rule 462(b) Registration Statement was or will be filed with the Commission, at the time the Registration Statement and any Rule 462(b) Registration Statement was or will be declared effectiveeffective by the Commission, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 I.B.6 of Form S-3. The Company satisfies the pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offering. The Company is not a shell company (as defined in Rule 405 under the Securities Act405) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 I.B.6. of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

Market Capitalization. At the time the Original Registration Statement is was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, including but not limited to, to General Instruction I.B.1 of Form S-3. The Company satisfies meets the pre-1992 eligibility requirements for definition of the use of a registration statement on Form S-3 term “experienced issuer” specified in connection with this offeringFINRA Rule 5110(j)(6). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.