Emerging Growth Company

An emerging growth company (“EGC”) is a category of issuer that qualifies for certain disclosure, communications, and corporate governance accommodations. The category was created by the Jumpstart Our Business Startups (“JOBS”) Act in order to promote IPOs. An EGC means an issuer had a total annual gross revenues of less than $1.07 million during its most recently completed fiscal year. An issuer that is an EGC as of the first day of that fiscal year shall continue to be deemed an EGC until the earliest of: (1) the last day of the fiscal year of the issuer, during which it had total annual gross revenues of $1.07 million or more; (2) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under the Securities Act; (3) the date on which such issuer has, during the previous three-year period, issued more than $1 billion in non-convertible debt; or (4) the date on which such issuer is deemed to be a large accelerated filer.