ineligible issuer

USA

An issuer that meets any one of the following as of the relevant date of determination:

• Any issuer that has not filed all required Exchange Act reports during the preceding 12 months (or for such shorter period that the issuer was required to file such reports under the Exchange Act), other than reports on Form 8-K required under Items 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), 6.01, 6.03 or 6.05 (For further information, see Practice Note, Form 8-K (www.practicallaw.com/9-381-0960)).

• The issuer is, or during the past three years the issuer or any of its predecessors was:

o A blank check company;

o A shell company, other than a business combination related shell company; or

o An issuer in an offering of penny stock.

• The issuer is a limited partnership that is offering securities other than through a firm commitment underwriting.

• The issuer has in the past three years filed for or been the subject of a federal bankruptcy petition or state insolvency proceeding.

• The issuer, or any entity that at the time was a subsidiary of the issuer, was convicted of any felony or misdemeanor under Section 15(b)(4)(B) of the Exchange Act (bribery, perjury, fraud or embezzlement) in the past three years.

• The issuer or any entity that at the time was a subsidiary of the issuer violated or was the subject of any judicial or administrative decree or order relating to violations of, the anti-fraud provisions of the federal securities laws within the past three years.

• The issuer has filed a registration statement that is or has been of any refusal order or stop order under the Securities Act within the past three years.

• The issuer is the subject of any pending proceeding under Section 8A of the Securities Act in connection with an offering.