Common use of Reporting Company/Shell Company Clause in Contracts

Reporting Company/Shell Company. The Company is a publicly-held company subject to reporting obligations pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act") and has a class of Common Stock registered pursuant to Section 12(g) of the 1934 Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed all reports and other materials required to be filed thereunder with the Commission during the preceding twelve months. As of the Closing Date, the Company is a “start-up” company as referred to in Footnote 172 to Rule 144 and, therefore, not considered a “shell company” as those terms are employed in Rule 144(i) under the 1933 Act.

Reporting Company/Shell Company. The Company is a publicly-held company subject to reporting obligations pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act") and has a class of Common Stock registered pursuant to Section 12(g) of the 1934 Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed all reports and other materials required to be filed thereunder with the Commission during the preceding twelve months. As of the Closing Date, the Company is a “"start-up” " company as referred to in Footnote 172 to Rule 144 and, therefore, not considered a “"shell company” " as those terms are employed in Rule 144(i) under the 1933 Act.