Company Not Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an "ineligible issuer," as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.

0">Company Not Ineligible 2">Issuer.2">Issuer Status. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) 4">under the Securities Act) of the 6">1933 Act Regulations) of the Securities6">Shares and at the date hereof, the Company was not and is not an 8">"ineligible8">“ineligible issuer,10">"10">” as defined in Rule 405, without taking account of any determination by the Commission pursuant to 12">paragraph # of the definition of such term in Rule 14">405 that it is not necessary that the Company be considered an ineligible issuer.14">405.