Common use of Broker-Dealer Status Clause in Contracts

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ No £ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £  No £X (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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £  No £X (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ ¨ No £¨ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ ¨ No £ ¨ Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ Note: If yes, provide a narrative explanation below: ______________________________________________ ______________________________________________ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained of the purchase of the Registrable Securities to be resold, you had no 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ _____ No £_____ (b) If “yes” to Section Question 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ _____ No £ _____ Note: If “no” to Section Question 3(b), the CommissionSEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ _____ No £_____ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Question 3(d), the CommissionSEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ ☐ No £☐ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ ☐ No £ ☐ Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. . Annex B-2 (c) Are you an affiliate of a broker-dealer? Yes £ ☐ No £ ☐ Note: If yes, provide a narrative explanation below: (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ o No £o (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ Yeso No £ o Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ o No £o (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ ¨ No £¨ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ ¨ No £ ¨ Note: If “no” to Section 3(b), Note: the Commission’s staff has indicated that you should any broker-dealer may be required to be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £ (d) ¨ Note: If yes, provide a narrative explanation below: If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ __ No £__ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ ¨ No £¨ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ ¨ No £ ¨ Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ Note: If yes, provide a narrative explanation below: (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ _____ No £_____ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ _____ No £ _____ Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ _____ No £_____ Note: If yes, provide a narrative explanation below: (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b)yes, the Commission’s staff has indicated that you should may need to be identified as an underwriter in the Registration Statement. (cb) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ (dc) If you are an affiliate of a broker-dealer, do you certify that (i) you obtained bought the Registrable Securities in the ordinary course of business, and (ii) at the time you obtained 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” to Section 3(d), the Commission’s staff has indicated that you should may need to be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ No £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 £ Yes¨ No¨ Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ ¨ No £¨ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ ¨ No £ ¨ Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ Note: If yes, provide a narrative explanation below: ____________________________ ____________________________ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? ____ Yes £ No £____ 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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? ____ Yes £ No £____ No (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ ¨ No £¨ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ ¨ No £ ¨ Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ o No £o Note: If yes, provide a narrative explanation below: (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ ¨ No £¨ (b) If “yes” to Section 3(a‎3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ ¨ No £ ¨ Note: If “no” to Section 3(b‎3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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(d‎3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £  No £ 2 (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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £  No £ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ No £¨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 £ ¨Yes ¨ No £ Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ No £¨Yes ¨ No (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 £ ¨Yes ¨ No £ Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ o No £o (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ o No £ o Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (ca) Are you an affiliate of a broker-dealer? Yes £ o No £o (db) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £  No £ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £  No £  Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £  No £ Note: If yes, provide a narrative explanation below: (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ o No £o (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ o No £ o Note: If “no” to Section 3(b), the CommissionSEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ o No £o (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ No £☐ No☐ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ ☐ No £☐ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ ☐ No £ ☐ Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ☐ No £☐ Note: If yes, provide a narrative explanation below: (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. Yes ¨ No ¨ (a) Are you a broker-dealer? Yes £ ¨ No £¨ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ ¨ No £ ¨ Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ Note: If yes, provide a narrative explanation below: (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “"no” " to Section 3(b), the Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ o No £o (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the CompanyIssuer? Yes £ o No £ o Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ o No £o (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ☐ No £☐ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person Person to distribute the Registrable Securities? Yes £ ☐ No £ ☐ Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ o No £o (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ o No £ o Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ o No £o Note: If yes, provide a narrative explanation below: (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ☐ No £☐ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ ¨ No £X¨ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ ¨ No £ ¨ Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £X¨ Note: If yes, provide a narrative explanation below: (dc) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? o Yes £ No £o No (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? o Yes £ o No £ Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? o Yes £ No £o No (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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? o Yes £ o No £ Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.. ​ (c) Are you an affiliate of a broker-dealer? Yes £ ☐No £☐ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ o No £o (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ o No £ o Note: :If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ o No £o (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained of the purchase of the Registrable Securities to be resold, you had no 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ o No £o (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ o No £ o Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate Affiliate of a broker-dealer? Yes £ o No £o Note: If yes, provide a narrative explanation below: (d) If you are an affiliate Affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ No £ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ ¨ No £¨ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ ¨ No £ ¨ Note: :If “no” to Section 3(b4(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ Note:If yes, provide a narrative explanation below: (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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(d4(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ [_] No £[_] (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £  No £ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £  No £  Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £  No £ Note: If yes, provide a narrative explanation below: (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “"no” " to Section 3(b), the Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ☐ No £☐ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ◻ No £◻ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. 7 (a) Are you a broker-dealer? Yes £ [ ] No £[ ] (b) If “"yes” " to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? . Yes £ [ ] No £ [ ] Note: If “no” to Section 3(b), the Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ [ ] No £[ ] (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ o No £o (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ o No £ o Note: If “no” to Section 3(b)”, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ o No £o Note: If “yes”, provide a narrative explanation below: (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ No £ No (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the CommissionSEC’s staff has indicated that you should be identified as an underwriter “underwriter” in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 CommissionSEC’s staff has indicated that you should be identified as an underwriter “underwriter” in the Registration Statement.

Broker-Dealer Status. 7 (a) Are you a broker-dealer? Yes £ [_] No £[_] (b) If “"yes” " to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? . Yes £ [_] No £ [_] Note: If “no” to Section 3(b), the Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ [_] No £[_] (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ [_] No £[_] (b) If “"yes” " to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? . Yes £ [_] No £ [_] Note: If “no” to Section 3(b), the Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ [_] No £[_] (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “noyes” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ No £ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ ARTL SUBSCRIPTION AGREEMENT (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? ¨ Yes £ No £¨ 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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? ¨ Yes £ No £¨ No (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “"no” " to Section 3(b), the Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ __ No £__ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ No £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 £ Yes[ ] No[ ] Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ No £Yes[ ] No[ ] (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 £ Yes[ ] No[ ] Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? [ ] Yes £ No £[ ] No (b) If “"yes” " to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? . [ ] Yes £ [ ] No £ Note: If “no” to Section 3(b), the Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? [ ] Yes £ No £[ ] No (d) If you are an affiliate of a broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s 's staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 you answered “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ No £☐ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ No £Yeso  Noo (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ No £ Yeso Noo Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ No £Yeso Noo  (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 £ Yeso Noo  Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Broker-Dealer Status. (a) Are you a broker-dealer? Yes £ ¨ No £¨ (b) If “yes” to Section 3(a4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes £ ¨ No £ ¨ Note: If “no” to Section 3(b4(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ Note: If yes, provide a narrative explanation below: (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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(d4(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

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 “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes £ ¨ No £¨ (d) If you are an affiliate of a broker-dealer, do you certify that you obtained purchased the Registrable Securities in the ordinary course of business, and at the time you obtained 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 Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.. ABIO REGISTRATION RIGHTS AGREEMENT

Broker-Dealer Status. (a) Are you a registered broker-dealer? Yes £ o 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 £ o Note: If “no” to Section 3(b)yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (b) If the answer to Question 6(a) is “Yes”, do you certify that you bought the Registrable Securities as an investment, and not as compensation for investment banking services? Yes o No o (c) Are you an affiliate of a registered broker-dealer? Yes £ o No £o (d) If you are an affiliate of a registered broker-dealer, do you certify that you obtained bought the Registrable Securities in the ordinary course of business, and at the time you obtained 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” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.