Common use of Investment Company Status Clause in Contracts

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, not and upon consummation of the sale of the Securities will not be, be an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Shares will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” ”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of transactions contemplated by the Securities Transaction Documents will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated personPerson” of, or “promoter” or “principal underwriter” forof, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Securities, and for so long any Buyer holds any Securities, will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities and the application of the proceeds thereof, will not be, an “investment company,” an affiliate of an “investment company,” or a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are term is defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation immediately after receipt of payment for the sale of the Securities Shares will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” for or “principal underwriter” for, or an entity “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended, or the rules and regulations promulgated thereunder.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Securities, and for so long any Buyer holds any Securities, will not be, an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities transactions contemplated by this Agreement will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated personPerson” of, or “promoter” or “principal underwriter” forof, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “"investment company,” " an affiliate of an “"investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, not and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of be an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation immediately after receipt of payment for the sale of the Securities Acquired Shares will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” for or “principal underwriter” for, or an entity “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amendedAct.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate Affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation immediately after receipt of the sale of payment for the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” for or “principal underwriter” for, or an entity “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Shares will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the United States Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” or a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are term is defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” or, to the knowledge of the Company, an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company Corporation is notnot and, and upon consummation issuance of this Warrant or the sale of the Securities Warrant Shares, will not be, be an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon the consummation of the sale of the Securities transactions contemplated by this Agreement will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Common Shares will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are term is defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities transactions contemplated hereunder will not be, an “investment company,” an affiliate of an “investment company,” , “ a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation immediately after receipt of the sale of payment for the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” for or “principal underwriter” for, or an entity “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amendedAct.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Note will not be, an “"investment company,” " an affiliate of an “"investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation immediately after receipt of the sale of payment for the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” for or “principal underwriter” for, or an entity “controlled” by an “investment company,” as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended, or the rules and regulations promulgated thereunder.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Contemplated Transactions will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated personPerson” of, or “promoter” or “principal underwriter” forof, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Purchased Shares will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” ”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of transactions contemplated by the Securities Transaction Documents will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” forof, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Note will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale exchange and issuance of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Securities, will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Exchange will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, not and upon consummation ------------------------- of the sale of the Securities will not be, be an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Convertible Preferred Stock or the Preferred Shares will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities transactions contemplated hereunder will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Shares will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not bebe required to register as, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the New Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Purchased Shares will not be, an “"investment company,” " an affiliate of an “"investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Exchange Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, not and upon --------------------------- consummation of the sale of the Securities will not be, be an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Securities, and for so long as any Buyer holds any Securities, will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Purchase Shares will not be, an “investment company,” an and affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an and “investment company” as within the meaning of such terms are defined in term under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.

Investment Company Status. The Company is notnot and, and upon consummation issuance of this Warrant or the sale of the Securities Warrant Shares, will not be, be an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Securities, will not be, an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Securities, will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, not and upon on consummation of ------------------------- the sale of transaction contemplated hereby the Securities Company will not be, be an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Notes will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Units will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Neither the Company is notnor any of its Subsidiaries, is, and upon consummation of the sale of the Securities Shares, and for so long as the Buyers hold any Shares, will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale exchange of the New Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities New Shares will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Securities, and for so long as the Buyer holds any Securities, will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Neither the Company is notnor any of its Subsidiaries is, and upon consummation of the sale of the Securities will not be, an “"investment company,” " an affiliate of an “"investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Purchased Shares will not be, an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Securities, and for so long as any Buyer holds any Securities, will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amendedamended (the “Investment Company Act”). To the Company’s knowledge, the Company is not controlled by an “investment company,” as defined in the Investment Company Act.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Securities, and for so long the Investor holds any Securities, will not be, an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Offered Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Neither the Company is notnor any of its subsidiaries is, and upon consummation of the sale of the Securities Shares will not be, and currently does not intend to become, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, not and ------------------------- upon consummation of the sale of the Securities will not be, be an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” or, to the knowledge of the Company, an affiliate of an “investment company,” a company controlled by an “investment company” . or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, registered or required to be registered as an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.,

Investment Company Status. The Company is not, not and upon consummation of the sale of the Securities will not be, be an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” of" or, or “"promoter” " or “"principal underwriter” " for, an “and "investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Purchase Shares will not be, an “investment company,” an and affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an and “investment company” as within the meaning of such terms are defined in term under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.

Investment Company Status. The Company is not, not and upon consummation of the sale of the Securities Preferred Stock and Warrant Shares will not be, be an “"investment companyCompany,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the issuance and sale of the Securities Subordinated Notes will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated personPerson” of, or “promoter” or “principal underwriter” forof, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Neither the Company is notnor any of its Subsidiaries is, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Notes and Conversion Shares, and for so long any Purchaser holds any Notes or Conversion Shares, will not be, an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended." or

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities transactions contemplated hereunder will not be, an “investment company,” an affiliate of an “investment company,” , “a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Neither Company is not, and or upon consummation of the sale of the Securities will not be, be an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Purchased Shares will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Shares will not bebe or be required to register as, an “investment company,” an affiliate Affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.. 11

Investment Company Status. The Company is not, not and upon consummation of the sale of the Securities Shares will not be, an “investment company,” an affiliate of be an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Share Issuance and Sale will not be, an “investment company,” an and affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an and “investment company” as within the meaning of such terms are defined in term under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.

Investment Company Status. The Company is not, not and upon consummation of the sale of the Securities will not be, be an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate Affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated Affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Securities, and for so long as any Holder holds any Securities, will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Exchange, if any, will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is notnot and, and upon consummation issuance of this Warrant or the sale of the Securities Warrant Shares, will not be, an “investment company,” an affiliate of be an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Neither the Company is notnor any of its Subsidiaries is, and upon consummation of the sale of the Securities Securities, will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is notNeither of the Companies is, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale issuance and exchange of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Purchased Shares will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, not and upon consummation of ------------------------- the sale of the Securities Shares will not be, be an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, not and upon consummation of the sale of the Offered Securities will not be, an “investment company,” an affiliate of be an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale exchange and issuance of the Securities Holder Exchanged Shares will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, not and upon consummation of the issuance and sale of the Securities Units will not be, an “investment company,” an affiliate of be an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Shares will not be, an “"investment company,” an affiliate of an “investment company,” " a company controlled by an “"investment company” " or an “"affiliated person” " of, or “"promoter” " or “"principal underwriter” " for, an “"investment company” " as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is notnot and, and upon consummation issuance of the sale of Warrants or the Securities Warrant Shares, will not be, an “investment company,” an affiliate of be an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities Share Issuance will not be, an “investment company,” an and affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an and “investment company” as within the meaning of such terms are defined in term under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities, and for so long as Buyer holds any Securities and as long as Buyer is not an investment company or affiliate of an investment company, will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.