Common use of Investment Company Act Clause in Contracts

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Statutory Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Public Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “"investment company” " under the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an a “registered management investment company” under the Investment Company 1940 Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an a “registered management investment company” under the Investment Company 1940 Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Underwritten Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an a “registered management investment company” under the Investment Company 1940 Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of (i) the Public Securities, the Placement Securities and the Founder Shares as herein contemplated and the application of the net proceeds therefrom, or (ii) the Securities as herein contemplated and the application of the net proceeds therefrom therefrom, in each case, as described in the Sale Preliminary Prospectus and IPO Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (“Investment Company Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under within the meaning of the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not requiredrequired and, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus Prospectus, will not be required, required to register as an “investment company” under as such term is used in the Investment Company 1940 Act.

Investment Company Act. The Company is not requiredrequired and, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus Prospectus, will not be required, required to register as an a “management investment company” under the Investment Company 1940 Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an a “management investment company” under the Investment Company 1940 Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as contemplated herein contemplated and the application of the net proceeds therefrom thereof as described contemplated in the Sale Preliminary Prospectus Disclosure Package and the Prospectus will not be required, to register as an “investment company” under or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Statutory Prospectus and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Placement Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “"investment company” " under the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus General Disclosure Package and the Prospectus will not be required, to register as as, an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom herefrom as described in the Sale Preliminary Statutory Prospectus and Prospectus or the Prospectus, will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “a "registered management investment company” " under the Investment Company 1940 Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Offered Shares as herein contemplated and the application of the net proceeds therefrom as described in the Time of Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” within the meaning of such term under the Investment Company ActAct of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “"investment company” " under the Investment Company Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement, the Pricing Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), and is not a “pool” as defined in Rule 4.10(d)(1) under the Commodity Exchange Act, as amended (the “Commodities Laws”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated hereby and the application of the net proceeds therefrom as described in the Time of Sale Preliminary Prospectus and Prospectus the Prospectus, will not be required, to register as an “investment company” under the U.S. Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Underwritten Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “a "registered management investment company” " under the Investment Company 1940 Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the offered Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as as, an “"investment company” " under the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not required, and upon after giving effect to the issuance offering and sale of the Securities Shares as contemplated herein contemplated or in any Terms Agreement and the application of the net proceeds Net Proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus Prospectus, as amended or supplemented, if applicable, will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Investor Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the allotment and issuance and sale of the Securities Underlying Shares and the deposit with the Custodian or its nominee of the Underlying Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Placement Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as contemplated herein contemplated and in the Purchase Agreement and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.

Investment Company Act. The Company is not requiredrequired and, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus Prospectus, will not be required, required to register as an a “management investment company” under the Investment Company 1940 Act.

Investment Company Act. The Company is not required, and immediately upon the issuance and sale of the Securities Placement Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. The Company is not requiredrequired and, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus Prospectus, will not be required, required to register as an “investment company” under as such term is used in the Investment Company 1940 Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Notes as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the U.S. Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as contemplated herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and Prospectus the Prospectus, will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the immediate application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under within the meaning of the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Statutory Prospectus and the Prospectus will not be required, to register as an “"investment company” " under the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not required, and upon the issuance and sale of the Public Securities and Private Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company 1940 Act.

Investment Company Act. The Company is not requiredrequired to, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be requiredrequired to, to register as an “"investment company” " under the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus General Disclosure Package and the Prospectus will not be required, to register as as, an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act.”). ACTIVE/112182650.6 ACTIVEUS 190056073v.6

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary any Statutory Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Placement Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Notes as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus General Disclosure Package and the Prospectus will not be required, to register as an “"investment company” " under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon after giving effect to the issuance offering and sale of the Securities as herein contemplated Shares and the application of the net proceeds therefrom thereof as described contemplated under the caption “Use of Proceeds” in the Sale Preliminary Prospectus and Prospectus will not be, required to be required, to register registered as an “investment company” under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (collectively, the “Investment Company Act”).

Investment Company Act. The Company is not required, and upon the allotment and issuance and sale of the Securities Ordinary Shares and the deposit with the Depositary or its nominee of the Ordinary Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, required to register as an “investment company” under the Investment Company Act.an

Investment Company Act. The Company is not required, and (i) upon the issuance offer and sale of the Securities Shares as contemplated herein contemplated and (ii) the offer, sale and delivery of Shares upon settlement of the Forward Sale Agreement and any Additional Forward Sale Agreement and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement, the General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon after giving effect to the issuance offering and sale of the Securities Shares as contemplated herein contemplated or in any Terms Agreement and the application of the net proceeds Net Proceeds (as defined below) therefrom as described in the Sale Preliminary Prospectus and Prospectus Prospectus, as amended or supplemented, if applicable, will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Public Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.. , 2021

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Primary Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as contemplated herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale by the Company of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as contemplated herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company Comply is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “"investment company” " under the Investment Company 1940 Act.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in any preliminary prospectus and the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Final Prospectus will not be required, to register seek an order permitting registration as an “investment company” under the United States Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and as contemplated in the Concurrent Stock Offering and the application of the net proceeds herefrom and therefrom as described in the Sale Preliminary Statutory Prospectus and Prospectus or the Prospectus, will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Placement Shares as herein contemplated and the application of the net proceeds Net Proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated Shares upon exercise of the Rights and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement, the Offering Materials and the Prospectus will not be required, to register as an “investment company” or an entity “controlled” by an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as under, or seek an “investment company” under exemption from, the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Offered Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Final Prospectus will not be required, to register seek an order permitting registration as an “"investment company” " under the United States Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under nor will it be an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Notes as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus will not be required, to register as as, an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and and, upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Registration Statement, the Disclosure Package and the Prospectus and Prospectus after giving effect to the transactions hereby, will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds Net Proceeds (as defined in Section 2(d)) therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under within the meaning of the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.. {00976800.DOCX.19} 18

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom herefrom as described in the Sale Preliminary Statutory Prospectus and Prospectus or the Prospectus, will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance offering and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Investment Company Act. The Company is not required, and upon the issuance and sale of the offered Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “"investment company” " under the Investment Company Act.Act of 1940, as amended (the "1940 ACT")

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under within the meaning of the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities Depositary Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company ActAct of 1940, as amended.

Investment Company Act. The Company is not required, and upon the issuance and sale of the Public Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.. Roth Xxxital Partners, LLC _________, 2021

Investment Company Act. The Company is not requiredrequired and, and upon the issuance and sale of the Securities Placement Shares as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus Registration Statement and Prospectus the Prospectus, will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).