Common use of Nature of Beneficial Holding Clause in Contracts

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. ¨ No. (b) Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 00-X, 0-X) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. ¨ No. (c) State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. ¨ No. If a subsidiary, please identify the publicly held parent entity: (d) If you answered “No” to questions (a), (b) and (c) above, please identify the controlling person(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. ¨ No. (b) Is the Selling Securityholder required to file, or is it a wholly wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission SEC pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. ¨ o Yes o No. (cb) State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. ¨ o Yes o No. (c) If a subsidiary, please identify the publicly held parent entity: (d) : If you answered “No” to questions (a), (b) and (cb) above, please identify the controlling person(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: ***PLEASE NOTE THAT THE SEC REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS*** If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice Notice, Agreement and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. ¨ No. (b) Is the Selling Securityholder Stockholder required to file, or is it a wholly wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. ¨ ☐ Yes ☐ No. (cb) State whether the Selling Securityholder Stockholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. ¨ ☐ Yes ☐ No. (c) If a subsidiary, please identify the publicly held parent entity: (d) : If you answered “No” to questions (a), (b) and (cb) above, please identify the controlling person(s) of the Selling Securityholder Stockholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: ***PLEASE NOTE THAT THE COMMISSION REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS*** If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Selling Stockholder Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. The Selling Stockholder acknowledges that it understands its obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The Selling Stockholder agrees that neither it nor any person acting on its behalf shall engage in any transaction in violation of such provisions. The Selling Stockholder agrees to provide such information as may be required by law or under the Registration Rights Agreement for inclusion in the Registration Statement and any additional information the Company may reasonably request and to promptly notify the Company of any inaccuracies or changes in the information provided that may occur at any time while the Registration Statement remains effective. In the event the Selling Stockholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Stockholder shall notify the transferee(s) at the time of transfer of its rights and obligations under this Selling Stockholder Questionnaire and the Registration Rights Agreement. By signing this Selling Stockholder Questionnaire, the Selling Stockholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) and, to the extent required under securities laws, Item 7 above and the inclusion of such information in the Registration Statement, the related prospectus and any state securities or Blue Sky applications. The Selling Stockholder understands that such information shall be relied upon by the Company without independent investigation or inquiry in connection with the preparation or amendment of the Registration Statement, the related prospectus and any state securities or Blue Sky applications. Once this Selling Stockholder Questionnaire is executed by the Selling Stockholder and delivered to the Company, the terms of this Selling Stockholder Questionnaire and the representations, warranties and indemnification contained herein shall be binding on, shall inure to the benefit of, and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Stockholder with respect to the Registrable Securities beneficially owned by such Selling Stockholder and listed in Item (3) above. This Selling Stockholder Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) to the extent such rules or provisions would cause the application of the laws of any jurisdiction other than the State of New York.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. ¨ ☐ Yes ☐ No. (b) Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. ¨ ☐ Yes ☐ No. (c) State whether Is the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. ¨ ? ☐ Yes ☐ No. (d) If a subsidiary, please identify the publicly held parent entity: (d) , if any: If you answered “No” to questions (a), (b) and (c) above, please identify the controlling person(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. ¨ No. (b) Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0-X) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. ¨ No. (c) State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. ¨ No. If a subsidiary, please identify the publicly held parent entity: (d) If you answered “No” to questions (a), (b) and (c) above, please identify the controlling person(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive disparities power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. ¨ No. (b) Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. ¨ No. (c) State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. ¨ No. . (d) If a subsidiary, please identify the publicly held parent entity: (d) : If you answered “No” to questions (a), (b) and (c) above, please identify the controlling person(sper-son(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive disparities power over the Registrable Securities: If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable SecuritiesSecurities (as defined in the Registration Rights Agreement). (a) Is x. Xx the Selling Securityholder Purchaser a natural person? ¨ □ Yes. ¨ □ No. (b) Is x. Xx the Selling Securityholder Purchaser required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms Form 10-K, 00-X, 0-X) with the Securities and Exchange Commission SEC pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ □ Yes. ¨ □ No. (c) State whether x. Xx the Selling Securityholder is Purchaser an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ ? □ Yes. ¨ □ No. If a subsidiary, please identify the publicly held parent entity: (d) d. If you answered “Nono” to questions (a), (b) and (c) above, please identify the controlling person(s) of the Selling Securityholder Purchaser (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise exercises sole or shared voting or dispositive power over the Registrable Securities: ***PLEASE NOTE THAT THE SEC REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS*** PART II - CERTAIN TRANSACTIONS Item 7. Transactions with the Company. If you need more space for this responseyou, any of your associates2, or any member of your immediate family3 had or will have any direct or indirect material interest in any transactions4 or series of transactions to which the Company or any of its subsidiaries was a party at any time since January 1, 2015, or in any currently proposed transactions or series of transactions in which the Company or any of its subsidiaries will be a party, in which the amount involved exceeds $120,000, please attach additional sheets of paper. Please be sure to indicate your name and specify (a) the number names of the item being responded parties to on each such additional sheet the transaction(s) and their relationship to you, (b) the nature of paperthe interest in the transaction, (c) the amount involved in the transaction, and to sign each such additional sheet (d) the amount of paper before attaching it to this Notice and Questionnairethe interest in the transaction. Please note that you may be asked to If the answer additional questions depending on your responses to the above questions.is “none”, please so state. Answer:

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. ¨ No. (b) Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission SEC pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. Yes ¨ No. (cb) State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. Yes ¨ No. (c) If a subsidiary, please identify the publicly held parent entity: (d) : If you answered “No” to questions (a), (b) and (cb) above, please identify the controlling person(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: ***PLEASE NOTE THAT THE SEC REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS*** If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice Notice, Agreement and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive disparities power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ o Yes. ¨ o No. (b) Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ o Yes. ¨ o No. (c) State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ o Yes. ¨ o No. . (d) If a subsidiary, please identify the publicly held parent entity: (d) : If you answered “No” to questions (a), (b) and (c) above, please identify the controlling person(sper-son(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive disparities power over the Registrable Securities: If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable SecuritiesCommon Stock. (a) Is the Selling Securityholder Stockholder a natural person? ¨ Yes. ¨ Yes No. (b) Is the Selling Securityholder Stockholder required to file, or is it a wholly wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission SEC pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. ¨ Yes No. (c) State whether the Selling Securityholder Stockholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. ¨ Yes No. (d) If a subsidiary, please identify the publicly held parent entity: (d) : If you answered “No” to questions (a), (b) and (c) above, please identify the controlling person(s) of the Selling Securityholder Stockholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable SecuritiesCommon Stock: ***PLEASE NOTE THAT THE SEC REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS*** If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of the Common Stock pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The undersigned agrees to provide any additional information the Company may reasonably request and to promptly notify the Company of any inaccuracies or changes in the information provided above that may occur at any time while the Registration Statement remains effective. By signing this Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, the related prospectus and any state securities or Blue Sky applications. The undersigned understands that such information will be relied upon by the Company without independent investigation or inquiry in connection with the preparation or amendment of the Registration Statement, the related prospectus and any state securities or Blue Sky applications.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable SecuritiesCommon Stock. (a) Is the Selling Securityholder Stockholder a natural person? ¨ Yes. ¨ Yes No. (b) Is the Selling Securityholder Stockholder required to file, or is it a wholly wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission SEC pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. ¨ Yes No. (c) State whether the Selling Securityholder Stockholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. ¨ Yes No. (d) If a subsidiary, please identify the publicly held parent entity: (d) : If you answered “No” to questions (a), (b) and (c) above, please identify the controlling person(s) of the Selling Securityholder Stockholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable SecuritiesCommon Stock: ***PLEASE NOTE THAT THE SEC REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS*** If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of the Common Stock pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. · The undersigned agrees to provide any additional information the Company may reasonably request and to promptly notify the Company of any inaccuracies or changes in the information provided above that may occur at any time while the Registration Statement remains effective. · By signing this Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, the related prospectus and any state securities or Blue Sky applications. The undersigned understands that such information will be relied upon by the Company without independent investigation or inquiry in connection with the preparation or amendment of the Registration Statement, the related prospectus and any state securities or Blue Sky applications. · The remainder of this page is intentionally left blank.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. Yes ¨ No. (b) Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. Yes ¨ No. (c) State whether Is the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ? ¨ Yes. Yes ¨ No. (d) If a subsidiary, please identify the publicly held parent entity: (d) , if any: If you answered “No” to questions (a), (b) and (c) above, please identify the controlling person(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. ¨ No. (b) Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission SEC pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. ¨ ❑ Yes ❑ No. (cb) State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. ¨ ❑ Yes ❑ No. (c) If a subsidiary, please identify the publicly held parent entity: (d) : If you answered “No” to questions (a), (b) and (cb) above, please identify the controlling person(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: ***PLEASE NOTE THAT THE SEC REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS*** If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice Notice, Agreement and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) exercises sole or shared voting or dispositive power over the Registrable SecuritiesShares. (a) Is the Selling Securityholder Shareholder a natural person? ¨ ☐ Yes. ¨ ☐ No. If the Shareholder answered “Yes” to Item 7(a), please proceed to Item 8 below. (b) Is the Selling Securityholder Shareholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 00-X, 0-X) with the Securities and Exchange Commission SEC pursuant to Section 13(a) or 15(d) of the Exchange 1934 Act? ¨ ☐ Yes. ¨ ☐ No. (c) State whether the Selling Securityholder Shareholder is an investment company, or a subsidiary of an investment company, registered under the U.S. Investment Company Act of 1940, as amended: ¨ ☐ Yes. ¨ ☐ No. If a subsidiary, please identify the publicly held parent entity: (d) If you the Shareholder answered “No” to questions (a), (b) and (c) above, please identify the controlling person(s) of the Selling Securityholder Shareholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach the Shareholder reaches natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable SecuritiesShares: If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. ¨ No. (b) Is the Selling Securityholder required to file, or is it a wholly wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. ¨ ❑ Yes ❑ No. (cb) State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. ¨ ❑ Yes ❑ No. (c) If a subsidiary, please identify the publicly held parent entity: (d) : If you answered “No” to questions (a), (b) and (cb) above, please identify the controlling person(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: ***PLEASE NOTE THAT THE COMMISSION REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS*** If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice Notice, Agreement and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive disparities power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ £ Yes. ¨ £ No. (b) Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ £ Yes. ¨ £ No. (c) State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ £ Yes. ¨ £ No. . (d) If a subsidiary, please identify the publicly held parent entity: (d) : If you answered “"No” " to questions (a), (b) and (c) above, please identify the controlling person(sper-son(s) of the Selling Securityholder (the “"Controlling Entity”"). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should 594085-TORSR01A - MSW be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive disparities power over the Registrable Securities: If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. ¨ No. (b) Is the Selling Securityholder required to file, or is it a wholly wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission SEC pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. ¨ ☐ Yes ☐ No. (cb) State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. ¨ ☐ Yes ☐ No. (c) If a subsidiary, please identify the publicly held parent entity: (d) : If you answered “No” to questions (a), (b) and (cb) above, please identify the controlling person(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: ***PLEASE NOTE THAT THE SEC REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS*** If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice Notice, Agreement and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. Yes ¨ No. (b) Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. Yes ¨ No. (c) State whether Is the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ? ¨ Yes. Yes ¨ No. (d) If a subsidiary, please identify the publicly held parent entity: (d) , if any: If you answered “No” to questions (a), (b) and (c) above, please identify the controlling person(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: . *** PLEASE NOTE THAT THE SECURITIES AND EXCHANGE COMMISSION REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS. If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. ¨ No. (b) Is the Selling Securityholder required to file, or is it a wholly wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission SEC pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ ❑ Yes. ¨ No. (cb) State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ ❑ Yes. ¨ No. (c) If a subsidiary, please identify the publicly held parent entity: (d) : _________________________________________________________________ _________________________________________________________________ If you answered “No” to questions (a), (b) and (cb) above, please identify the controlling person(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: ______________________________________________________________________ ______________________________________________________________________ ***PLEASE NOTE THAT THE SEC REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS*** If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice Notice, Agreement and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. ¨ No. (b) Is the Selling Securityholder required to file, or is it a wholly wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 0010-X, 0Q and 8-XK) with the Securities and Exchange Commission SEC pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. ¨ ❑ Yes ❑ No. (cb) State whether the Selling Securityholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. ¨ ❑ Yes ❑ No. (c) If a subsidiary, please identify the publicly held parent entity: (d) : If you answered “No” to questions (a), (b) and (cb) above, please identify the controlling person(s) of the Selling Securityholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: ***PLEASE NOTE THAT THE SEC REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS*** If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice Notice, Agreement and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) exercises sole or shared voting or dispositive power over the Registrable SecuritiesShares. (a) Is the Selling Securityholder Shareholder a natural person? ¨ Yes. ¨ No. If the Shareholder answered “Yes” to Item 7(a), please proceed to Item 8 below. (b) Is the Selling Securityholder Shareholder required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10-K, 00-X, 0-X) with the Securities and Exchange Commission SEC pursuant to Section 13(a) or 15(d) of the Exchange 1934 Act? ¨ Yes. ¨ No. (c) State whether the Selling Securityholder Shareholder is an investment company, or a subsidiary of an investment company, registered under the U.S. Investment Company Act of 1940, as amended: ¨ Yes. ¨ No. If a subsidiary, please identify the publicly held parent entity: (d) If you the Shareholder answered “No” to questions (a), (b) and (c) above, please identify the controlling person(s) of the Selling Securityholder Shareholder (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach the Shareholder reaches natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable SecuritiesShares: If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions.

Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities. (a) Is the Selling Securityholder a natural person? ¨ Yes. ¨ No. (b) Is the Selling Securityholder Stockholder required to file, or is it a wholly wholly-owned subsidiary of a company that is required to file, periodic and other reports (for example, Forms 10- K, 10-Q and 8-K, 00-X, 0-X) with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act? ¨ Yes. ¨  Yes  No. (cb) State whether the Selling Securityholder Stockholder is an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended: ¨ Yes. ¨  Yes  No. (c) If a subsidiary, please identify the publicly held parent entity: (d) : _________________________________________________________________ If you answered “"No” " to questions (a), (b) and (cb) above, please identify the controlling person(s) of the Selling Securityholder Stockholder (the “"Controlling Entity”"). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercise sole or shared voting or dispositive power over the Registrable Securities: ______________________________________________________________________ ______________________________________________________________________ ***PLEASE NOTE THAT THE COMMISSION REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS*** If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Notice and Selling Stockholder Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the above questions. The Selling Stockholder acknowledges that it understands its obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The Selling Stockholder agrees that neither it nor any person acting on its behalf shall engage in any transaction in violation of such provisions. The Selling Stockholder agrees to provide such information as may be required by law or under the Registration Rights Agreement for inclusion in the Registration Statement and any additional information the Company may reasonably request and to promptly notify the Company of any inaccuracies or changes in the information provided that may occur at any time while the Registration Statement remains effective. In the event the Selling Stockholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Stockholder shall notify the transferee(s) at the time of transfer of its rights and obligations under this Selling Stockholder Questionnaire and the Registration Rights Agreement. By signing this Selling Stockholder Questionnaire, the Selling Stockholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) and, to the extent required under securities laws, Item 7 above and the inclusion of such information in the Registration Statement, the related prospectus and any state securities or Blue Sky applications. The Selling Stockholder understands that such information shall be relied upon by the Company without independent investigation or inquiry in connection with the preparation or amendment of the Registration Statement, the related prospectus and any state securities or Blue Sky applications. Once this Selling Stockholder Questionnaire is executed by the Selling Stockholder and delivered to the Company, the terms of this Selling Stockholder Questionnaire and the representations, warranties and indemnification contained herein shall be binding on, shall inure to the benefit of, and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Stockholder with respect to the Registrable Securities beneficially owned by such Selling Stockholder and listed in Item (3) above. This Selling Stockholder Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) to the extent such rules or provisions would cause the application of the laws of any jurisdiction other than the State of New York.