Common use of Broker-Dealers Clause in Contracts

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes Noo No o (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes o No o If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes Noo No o (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes Noo No o (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes o No o If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes o No o If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No¨ No ¨ (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes ¨ No ¨ If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No¨ No ¨ (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No¨ No ¨ (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes ¨ No ¨ If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes ¨ No ¨ If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, ,” you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, ,” please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation:No (ii) Were the Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:No

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes Noo No o (b) If the answer to (a) is “Yes”, ,” you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes o No o If you answered “Yes”, ,” please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes Noo No o (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes Noo No o (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes o No o If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes o No o If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:: If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration Statement and the related Prospectus.

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectusprospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectusprospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectusprospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectusprospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:: If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration Statement and the related prospectus.

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered brokerBroker-dealers Dealers or affiliates of registered brokerBroker-dealers Dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered brokerBroker-dealers Dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered brokerBroker-dealerDealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered brokerBroker-dealer Dealer and, if so, list the name(s) of the brokerBroker-dealer Dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No_______ No _______ (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes _______ No _______ If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No_______ No _______ (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No_______ No _______ (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes _______ No _______ If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes _______ No _______ If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-broker- dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes Noo No o (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes o No o If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes Noo No o (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes Noo No o (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes o No o If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes o No o If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:: If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration Statement and the related Prospectus.

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-broker- dealers or affiliates of registered broker-dealers be so identified in the Shelf Alternative Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Alternative Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Alternative Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: : (ii) Were the Securities acquired for investment purposes? Yes No No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: : (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-broker- dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectusprospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No_____ No _____ (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectusprospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes _____ No _____ If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No_____ No _____ (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No_____ No _____ (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes _____ No _____ If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes _____ No _____ If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectusprospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No¨ No ¨ (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectusprospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes ¨ No ¨ If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No¨ No ¨ (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No¨ No ¨ (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes ¨ No ¨ If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes ¨ No ¨ If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectusprospectus or prospectus supplement, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below below, if applicable. Your answers to (i) and (ii) below, and (iii) below below, if applicable, will be included in the Shelf Registration Statement and related Prospectusprospectus or prospectus supplement. (i) Were the Registrable Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Registrable Securities were acquired as compensation: (ii) Were the Registrable Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Registrable Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes Yes☐No☐ (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation:☐No☐ (ii) Were the Securities acquired for investment purposes? Yes Yes☐No☐ (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes Yes☐No☐ (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No Yes☐No☐ If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No Yes☐No☐ If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No_________ No _________ (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes _________ No _________ If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No_________ No _________ (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No_________ No _________ (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes _________ No _________ If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes _________ No _________ If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectusprospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, ,” you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectusprospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, ,” please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in under which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered brokerBroker-dealers Dealers or affiliates of registered brokerBroker-dealers Dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered brokerBroker-dealers Dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Entitled Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered brokerBroker-dealerDealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered brokerBroker-dealer Dealer and, if so, list the name(s) of the brokerBroker-dealer Dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Entitled Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Entitled Securities: (ii) At the time of the purchase of the Registrable Entitled Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Entitled Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-broker­ dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No¨ No ¨ (b) If the answer to (a) is “Yes”, ,” you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i1) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes ¨ No ¨ If you answered “Yes”, ,” please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No¨ No ¨ (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No¨ No ¨ (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes ¨ No ¨ If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes ¨ No ¨ If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-broker- dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In Xxxxxxxxx.Xx addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectusprospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes Noo No o (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectusprospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes o No o If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes Noo No o (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes Noo No o (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes o No o If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes o No o If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below below, if applicable. Your answers to (i) and (ii) below, and (iii) below below, if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Registrable Securities were acquired as compensation: (ii) Were the Registrable Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Registrable Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No____ No ____ (b) If the answer to (a) is “Yes”, ,” you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes ____ No ____ If you answered “Yes”, ,” please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No____ No ____ (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No____ No ____ (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes ____ No ____ If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes ____ No ____ If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:: If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration Statement and the related Prospectus.

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectusprospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, ,” you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, ,” please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:: If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration Statement and the related Prospectus.

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:: If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration Statement and the related Prospectus.

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: : (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectusprospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes Noo No o (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes o No o If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes Noo No o (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes Noo No o (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes o No o If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes o No o If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No_____________ No _____________ (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes ____________ No _____________ If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No_____________ No _____________ (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities:: Draft of August 5, 2008 (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No_____________ No _____________ (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes _____________ No _____________ If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes _____________ No _____________ If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Transfer Restricted Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities Notes acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities Notes were acquired as compensation: (ii) Were the Securities Notes acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the SecuritiesNotes: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Transfer Restricted Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Transfer Restricted Securities: (ii) At the time of the purchase of the Registrable Transfer Restricted Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Transfer Restricted Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectusprospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No (b) If the answer to (a) is “Yes”, ,” you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectusprospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, ,” please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes No (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:

Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes Noo No o (b) If the answer to (a) is “Yes”, ,” you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. (i) Were the Securities acquired as compensation for underwriting activities? Yes o No o If you answered “Yes”, ,” please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: (ii) Were the Securities acquired for investment purposes? Yes Noo No o (iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes Noo No o (d) If you answered “Yes” to question (c) above: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes o No o If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes o No o If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements: