Common use of Shell Company Status Clause in Contracts

Shell Company Status. To the Company's knowledge, the Company is not, and has never been, an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The Company has filed its current "Form 10 information" with the SEC pursuant to and in accordance with applicable requirements reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1) and at least one (1) year has elapsed from the date that the Company filed "Form 10 information" with the SEC.

Shell Company Status. To the Company's knowledge, the The Company is not, and has never been, an issuer identified in Rule 144(i)(1) of under the Securities Act and has filed with the SEC current “Form 10 information” (as defined in Rule 144(i)(3) under the Securities Act. The Company is, and has been for a period of ) at least 90 days, subject 12 calendar months prior to the reporting requirements date of Section 13 or Section 15(d) of the Exchange Act. The Company has filed its current "Form 10 information" with the SEC pursuant to and in accordance with applicable requirements this Agreement reflecting its status as an entity that is no longer an issuer described identified in Rule 144(i)(1) and at least one (1) year has elapsed from under the date that the Company filed "Form 10 information" with the SECSecurities Act.

Shell Company Status. To the Company's knowledge, the The Company is not, and has never been, an issuer identified in Rule 144(i)(1) of under the Securities Act. The Company is, Act and has been for a period of at least 90 days, subject to filed with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The Company has filed its SEC current "Form 10 information" with (as defined in Rule 144(i)(3) under the SEC pursuant Securities Act) at least 12 calendar months prior to and in accordance with applicable requirements the date of this Agreement reflecting its status as an entity that is no longer an issuer described identified in Rule 144(i)(1) and at least one (1) year has elapsed from under the date that the Company filed "Form 10 information" with the SECSecurities Act.

Shell Company Status. To the Company's knowledge, the The Company is not, and has never not been in the past twenty-four (24) months been, an issuer identified in Rule 144(i)(1) of under the Securities Act and has filed with the SEC current “Form 10 information” (as defined in Rule 144(i)(3) under the Securities Act. The Company is, and has been for a period of ) at least 90 days, subject twelve (12) months prior to the reporting requirements date of Section 13 or Section 15(d) of the Exchange Act. The Company has filed its current "Form 10 information" with the SEC pursuant to and in accordance with applicable requirements this Agreement reflecting its status as an entity that is no longer an issuer described identified in Rule 144(i)(1) and at least one (1) year has elapsed from under the date that the Company filed "Form 10 information" with the SECSecurities Act.

Shell Company Status. To the Company's knowledge, the The Company is not, and has never beennot been for a period of at least one year from the date hereof, an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The Company has filed its current "“Form 10 information" ” (as defined in Rule 144(i)(3)) with the SEC pursuant to and in accordance with applicable requirements reflecting its status as an entity that is was no longer an issuer described in Rule 144(i)(1144(i)(1)(i) and at least more than one (1) year has elapsed ago from the date that hereof. The Company shall provide a legal opinion of counsel to the Company filed "Form 10 information" in a form reasonably acceptable to the Purchaser with the SECrespect to this representation.

Shell Company Status. To the Company's knowledge, the Company is not, and has never been, not an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The Company has filed its current "Form 10 information" with the SEC pursuant to and in accordance with applicable requirements reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1) and at least one (1) year has elapsed from the date that the Company filed "Form 10 information" with the SEC.

Shell Company Status. To the Company's knowledge, the The Company is not, and has never been, an issuer identified in Rule 144(i)(1) of under the Securities Act. The Company is, Act and has been for a period of at least 90 days, subject to filed with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The Company has filed its SEC current "Form 10 information" with (as defined in Rule 144(i)(3) under the SEC pursuant Securities Act) at least 12 calendar months prior to and in accordance with applicable requirements the date of this Agreement reflecting its status as an entity that is no longer not an issuer described identified in Rule 144(i)(1) and at least one (1) year has elapsed from under the date that the Company filed "Form 10 information" with the SECSecurities Act.

Shell Company Status. To the Company's knowledgeKnowledge, the Company is not, and for the seven (7) years prior to the date hereof has never not been, an issuer identified in Rule 144(i)(1) of the Securities 1933 Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange 1934 Act. The Company has filed its current "Form 10 information" with the SEC pursuant to and in accordance with applicable requirements reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1) and at least one (1) year has elapsed from the date that the Company filed "Form 10 information" with the SEC.

Shell Company Status. To the Company's knowledge, the Company is not, and for the seven (7) years prior to the date hereof has never not been, an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The Company has filed its current "Form 10 information" with the SEC pursuant to and in accordance with applicable requirements reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1) and at least one (1) year has elapsed from the date that the Company filed "Form 10 information" with the SEC.

Shell Company Status. To the Company's knowledge, the The Company is not, and has never beennot been in the past twenty-four (24) months, an issuer identified in Rule 144(i)(1144(i)(1)(i) of the Securities Act. The Company isand, and has been for a period of at least 90 daysif so, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The Company has filed its with the SEC current "“Form 10 information" with ” (as defined in Rule 144(i)(3)) at least twelve (12) months prior to the SEC pursuant to and in accordance with applicable requirements date of this Agreement reflecting its status as an entity that is no longer an issuer described identified in Rule 144(i)(1) and at least one (1) year has elapsed from the date that the Company filed "Form 10 information" with the SEC144(i)(1)(i).

Shell Company Status. To the Company's knowledge, the The Company is notnot currently, and since January 5, 2021, has never not been, an issuer identified in Rule 144(i)(1) of under the Securities Act and has filed with the SEC current “Form 10 information” (as defined in Rule 144(i)(3) under the Securities Act. The Company is, and has been for a period of ) at least 90 days, subject 12 calendar months prior to the reporting requirements date of Section 13 or Section 15(d) of the Exchange Act. The Company has filed its current "Form 10 information" with the SEC pursuant to and in accordance with applicable requirements this Agreement reflecting its status as an entity that is no longer an issuer described identified in Rule 144(i)(1) and at least one (1) year has elapsed from under the date that the Company filed "Form 10 information" with the SECSecurities Act.

Shell Company Status. To the Company's knowledge, the The Company is not, and has never beennot been at any time in the past 24 months, an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d(1) of the Exchange Act. The Company has filed its with the SEC current "“Form 10 information" with ” (as defined in Rule 144(i)(3)) at least 12 calendar months prior to the SEC pursuant to and in accordance with applicable requirements date of this Agreement reflecting its status as an entity that is no longer an issuer described identified in Rule 144(i)(1144(i)(1)and (2) and at least one (1) year has elapsed from the date that the Company timely filed "Form 10 information" with the SECSEC all reports required pursuant to the 1934 Act.

Shell Company Status. To the Company's ’s knowledge, the Company is not, and has never been, not an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The Company has filed its current "“Form 10 information" ” with the SEC pursuant to and in accordance with applicable requirements reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1) and at least one (1) year has elapsed from the date that the Company filed "“Form 10 information" ” with the SEC.

Shell Company Status. To the Company's knowledge, the The Company is not, and has never been, not currently an issuer identified in Rule 144(i)(1) of under the Securities Act and has filed with the SEC current “Form 10 information” (as defined in Rule 144(i)(3) under the Securities Act. The Company is, and has been for a period of ) at least 90 days, subject 12 calendar months prior to the reporting requirements date of Section 13 or Section 15(d) of the Exchange Act. The Company has filed its current "Form 10 information" with the SEC pursuant to and in accordance with applicable requirements this Agreement reflecting its status as an entity that is no longer an issuer described identified in Rule 144(i)(1) and at least one (1) year has elapsed from under the date that the Company filed "Form 10 information" with the SECSecurities Act.