Common use of Broker-Dealer Status Clause in Contracts

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation: (c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ o No ¨ o Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealer? Yes ¨ o No ¨ o If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation: (c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ o No ¨ o Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ o No ¨o

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ [_] No ¨ [_] (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes [_] No [_] Note: If yes“no” to Section 3(b), the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealer? Yes ¨ [_] No ¨ If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation:[_] (cd) If you are an affiliate of a broker-dealer, do you certify that you bought purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ [_] No ¨ [_] Note: If “no” to Section 3(d), the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ (b) If “yes” to Item 6(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes ¨ No ¨ Note: If yes“no” to Item 6(b), the SEC’s staff has indicated that SEC may require the Company to identify you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ ¨ (d) If “yes” to Item (6)(c), please identify the registered broker-dealer with whom the Covered Person is affiliated dealer(s) and describe the nature of the affiliation:affiliation(s): (ce) If you are an affiliate of a broker-dealer, do you certify that you bought purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If “no” to Item 6(e), the SEC’s staff has indicated that SEC may require the Company to identify you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? (b) If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes ¨ No ¨ Note: If yesno, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ For purposes of this Questionnaire, an “affiliate” of a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified. Note: If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliationprovide a narrative explanation below: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) . Note: If you are (1) yes, provide a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨narrative explanation below:

Broker-Dealer Status. (a) Are you Is any Eligible Holder a broker-dealer? Yes ¨ No ¨ (b) If the answer is “yes” to Section 5(a) above, did such Eligible Holder receive the Registrable Securities as compensation for investment banking services to the Company? Yes ¨ No ¨ Note: If yesthe answer is “no” to this Section 5(b), the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you Is any Eligible Holder an affiliate of a broker-dealer? Yes ¨ No ¨ ¨ (d) If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature any of the affiliation: (c) If you are Eligible Holders is an affiliate of a broker-dealer, do you certify that you bought such Eligible Holder purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If the answer is “no” to this Section 5(d), the SEC’s staff has indicated that you the Eligible Holder should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨. Please provide any further information here:

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ Note: If yes, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealer? (For purposes of this Registration Questionnaire, an “affiliate” of, or person “affiliated” with, a specific person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.) Yes ¨ No ¨ If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation:¨ (c) If you are an affiliate of a broker-dealer, do identify the registered broker-dealer and describe the nature of the affiliation. (d) Do you certify that you bought acquired the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements agreements, plans or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ _____ No ¨ _____ (b) If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes _____ No _____ Note: If yesno, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealer? Yes ¨ _____ No ¨ _____ Note: If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliationprovide a narrative explanation below: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ _____ No ¨ _____ Note: If no, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ o No ¨ o Note: If yes, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) If you are a registered broker-dealer, do you consent to being named as an underwriter in the Registration Statement? Yes o No o (c) Are you an affiliate of a broker-dealer? Yes ¨ o No ¨ o If yes, please identify the registered broker-dealer with whom the Covered Person Selling Securityholder is affiliated and the nature of the affiliation: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ o No ¨ o Note: If no, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ Note: If yes, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealer? (For purposes of this response, an “affiliate” of, or person “affiliated” with a specific person, is a person that directly, or indirectly though one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.) Yes ¨ No ¨ If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation:¨ (c) If you are an affiliate of a broker-dealer, do identify the registered broker-dealer and describe the nature of the affiliation. ___________________________ (d) Do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealerdealer registered pursuant to Section 15 of the Exchange Act? Yes ¨ No ¨ (b) If "yes" to Item 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes ¨ No ¨ Note: If yesno, the SEC’s Commission's staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealerdealer registered pursuant to Section 15 of the Exchange Act? Yes ¨ No ¨ Note: If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliationprovide a narrative explanation below: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SEC’s Commission's staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) . For the purposes of this Item 4, an "affiliate" of a registered broker-dealer shall include any company that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such broker-dealer, and does not include any individuals employed by such broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨its affiliates.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) If you are a registered broker-dealer, do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨ (c) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ If yes, please identify the registered broker-dealer with whom the Covered Person Selling Securityholder is affiliated and the nature of the affiliation: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ ☐ No ¨ ☐ (b) If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes ☐ No ☐ Note: If yesno, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealer? For purposes of this Questionnaire, an “affiliate” of a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified. Yes ¨ ☐ No ¨ ☐ Note: If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliationprovide a narrative explanation below: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ ☐ No ¨ ☐ Note: If no, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) . Note: If you are (1) yes, provide a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨narrative explanation below:

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ ☐ No ¨ ☐ (b) If you answered “yes” to Item 4(a) above, did you receive your Conversion Shares or will you receive your Additional Repayment Shares (to the extent issued) as compensation for investment banking services provided to the Company? Yes ☐ No ☐ Note: If yesyou answered “no”, the SEC’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement. (bc) Are you an affiliate of a broker-dealer? Yes ¨ ☐ No ¨ ☐ If you answered “yes”, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliationprovide a narrative explanation below: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities Conversion Shares and Additional Repayment Shares (to the extent issued) in the ordinary course of business, and at the time of the purchase of the Registrable Securities Conversion Shares to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable SecuritiesConversion Shares or Additional Repayment Shares? Yes ¨ ☐ No ¨ ☐ Note: If you answered “no”, the SEC’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ Note: If yes, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ If yesFor purposes of this Item (5)(b), please identify the an “affiliate” of a broker-dealer with whom the Covered Person shall include any company that, directly or indirectly through one or more intermediaries, controls, or is affiliated controlled by, or is under common control with, such broker-dealer, and the nature of the affiliation:does not include any individuals employer by such broker-dealer or its affiliates. (c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named State whether the undersigned Selling Securityholder received Registrable Securities as an underwriter in the Registration Statement? compensation for underwriting activities: Yes ¨ No ¨¨ If yes, you must provide a complete description of the circumstances:

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes No ¨ Note: If yes“no” to Section 3(b), the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ If yes, please identify the An “affiliate” of a registered broker-dealer with whom the Covered Person shall include any company that directly, or indirectly through one or more intermediaries, controls, or is affiliated controlled by, or is under common control with, such broker-dealer, and the nature of the affiliation:does not include any individuals employed by such broker-dealer or its affiliates. (cd) If you are an affiliate of a broker-dealer, do you certify that you bought purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If “no” to Section 3(d), the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ o No ¨ o Note: If yes, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealer? (For purposes of this response, an “affiliate” of, or person “affiliated” with a specific person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.) Yes ¨ o No ¨ If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation:o (c) If you are an affiliate of a broker-dealer, do identify the registered broker-dealer and describe the nature of the affiliation. (d) Do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements agreements, plans or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ o No ¨ o Note: If no, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ (b) If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes ¨ No ¨ Note: If yes“no” to Section 4(b), the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ Note:If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliationprovide a narrative explanation below: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If “no” to Section 4(d), the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealerdealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)? (b) If “yes” to Item 5(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes ¨ No ¨ Note: If yesno, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealerdealer registered pursuant to Section 15 of the Exchange Act? Yes ¨ No ¨ Note: If yes, please identify the provide a narrative explanation below: For purposes of this Item 5(c), an “affiliate” of a registered broker-dealer with whom the Covered Person shall include any person that directly, or indirectly through one or more intermediaries, controls, or is affiliated controlled by, or is under common control with, such broker-dealer, and the nature of the affiliation:does not include any individuals employed by such broker-dealer or its affiliates. (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) If you are a registered broker-dealer, do you consent to being named as an underwriter in the Registration Statement? (c) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ If yes, please identify the registered broker-dealer with whom the Covered Person Selling Securityholder is affiliated and the nature of the affiliation: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation:______________________________ (c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation:__________________________________________________________________ (c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ o No ¨ o Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) If you are a registered broker-dealer, do you consent to being named as an underwriter in the Registration Statement? Yes o No o (a) Are you an affiliate of a broker-dealer? Yes ¨ o No ¨ o If yes, please identify the registered broker-dealer with whom the Covered Person Selling Securityholder is affiliated and the nature of the affiliation: (cb) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ o No ¨ o Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealerdealer registered pursuant to Section 15 of the Exchange Act? ¨ Yes ¨ No (b) If “yes” to Item 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? ¨ Yes ¨ No ¨ Note: If yesno, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealerdealer registered pursuant to Section 15 of the Exchange Act? ¨ Yes ¨ No ¨ Note: If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliationprovide a narrative explanation below: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? ¨ Yes ¨ No ¨ Note: If no, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) . For the purposes of this Item 4, an “affiliate” of a registered broker-dealer shall include any company that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such broker-dealer, and does not include any individuals employed by such broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨its affiliates.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ (b) If you answered “yes” to Section 4(a), if you receive Registrable Securities, would such receipt of your Registrable Securities be as compensation for investment banking services to the Company? Yes ¨ No ¨ Note: If yesyou answered “no” to Section 4(b), the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ Note: If you answered “yes” to Section 4(c), please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliationprovide a narrative explanation below: (cd) If you are an affiliate of a broker-dealer, do you certify that that, if you bought receive Registrable Securities, you will receive the Registrable Securities in the ordinary course of business, and at the time of the purchase receipt (if any) of the Registrable Securities to be resold, you had will have no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If you answered “no” to Section 4(d), the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ (b) If you answered “yes” to Part IV(a) above, did you receive your Registrable Securities as compensation for investment banking services provided to the Company? Yes ¨ No ¨ Note: If yesyou answered “no”, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ If you answered “yes”, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliationprovide a narrative explanation below: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If you answered “no”, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ (b) If your response to question 4(a) is “yes”, did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes ¨ No ¨ Note: If your response to question 4(a) is “yes, ” and your response to question 4(b) is “no,” the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ Note: If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliationprovide a narrative explanation below: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If your response to question 4(c) is “yes” and your response to question 4(d) is “no, ,” the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you Is the selling shareholder a broker-dealer? ___ Yes ¨ No ¨ ___ No (b) If the answer to Section 6(a) is “yes,” did the selling shareholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If yes, the answer to 6(b) is “no,” guidance from the Securities and Exchange Commission (“SEC’s staff ”) has indicated that you the selling shareholder should be identified as an underwriter in the Resale Registration Statement.. ___ Yes ___ No (bc) Are you Is the selling shareholder an affiliate of a broker-dealer? ___ Yes ¨ No ¨ If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation:___ No (cd) If you are the selling shareholder is an affiliate of a broker-dealer, do you does the selling shareholder certify that you bought it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you the selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If the answer to 6(d) is “no, the SEC’s staff ,” SEC guidance has indicated that you the selling shareholder should be identified as an underwriter in the Resale Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? . ___ Yes ¨ No ¨___ No

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ ☐ No ¨ ☐ Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealer? Yes ¨ ☐ No ¨ ☐ If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation: (c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ ☐ No ¨ ☐ Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ ☐ No ¨☐

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ Note: If yes, the SECCommission’s staff has indicated that you should may need to be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation:¨ (c) If you are an affiliate of a broker-dealer, do you certify that (i) you bought the Registrable Securities in the ordinary course of business, and (ii) at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities, and (iii) the broker-dealer with which you are affiliated is not participating, directly or indirectly, as an underwriter or otherwise in the sale or placement of any of the securities covered by the Registration Statement? Yes ¨ No ¨ Note: If no, the SECCommission’s staff has indicated that you should may need to be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ (b) If you answered “yes” to Part 4(a) above, did you receive your Registrable Securities as compensation for investment banking services provided to the Company? Yes ¨ No ¨ Note: If yesyou answered “no”, the SEC’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement. (bc) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ If you answered “yes”, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliationprovide a narrative explanation below: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If you answered “no”, the SEC’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealerdealer (other than TCG Securities, L.L.C.)? Yes ¨ No ¨ 1 Please refer to Schedule I of this Covered Person Questionnaire for the definition of “beneficial ownership” for this purpose. If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation: (c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨?

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealerdealer (other than TCG Securities, L.L.C.)? Yes ¨ No ¨ 1 Please refer to Schedule I of this Covered Person Questionnaire for the definition of “beneficial ownership” for this purpose. If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation: (c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation: (c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Statement Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ o No ¨ o Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) Are you an affiliate of a broker-dealerdealer (other than TCG Securities, L.L.C.)? Yes ¨ o No ¨ o 1 Please refer to Schedule I of this Covered Person Questionnaire for the definition of “beneficial ownership” for this purpose. If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation: (c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ o No ¨ o Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ o No ¨o

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ o No ¨ o Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) If you are a registered broker-dealer, do you consent to being named as an underwriter in the Registration Statement? Yes o No o (c) Are you an affiliate of a broker-dealer? Yes ¨ o No ¨ o If yes, please identify the registered broker-dealer with whom the Covered Person Selling Securityholder is affiliated and the nature of the affiliation: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ o No ¨ o Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealer? Yes ¨ No ¨ (b) If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes ¨ No ¨ Note: If yes“no” to Section 4(b), the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealer? Yes ¨ No ¨ Note: If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliationprovide a narrative explanation below: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If “no” to Section 4(d), the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨

Broker-Dealer Status. (a) Are you a broker-dealerdealer registered pursuant to Section 15 of the Exchange Act? Yes ¨ o No ¨ o (b) If “yes” to Item 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes o No o Note: If yesno, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (bc) Are you an affiliate of a broker-dealerdealer registered pursuant to Section 15 of the Exchange Act? Yes ¨ o No ¨ o Note: If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliationprovide a narrative explanation below: (cd) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ o No ¨ o Note: If no, the SECCommission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (d) If you are (1) . For the purposes of this Item 4, an “affiliate” of a registered broker-dealer shall include any company that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such broker-dealer, and does not include any individuals employed by such broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement? Yes ¨ No ¨its affiliates.