Common use of Conditions of Offering; Acceptance and Purchase Clause in Contracts

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to Stifel. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s prior notice to us, by wire transfer to a Stifel account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelXxxx Xxxx. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s prior notice to us, by wire transfer to a Stifel Xxxx Xxxx account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, Underwriters may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, telex or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelPaineWebber Incorporated, 1285 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. You may close the subscription books at any time in your sole discretion without notice, and you Xxu reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer certified or official bank check in New York Clearing House funds payable to a Stifel accountthe order of PaineWebber Incorporated, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, telex or other form of written writ ten communication (“Written Communication”) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelUBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s prior notice to us, by wire transfer certified or official bank check in New York Clearing House funds payable to a Stifel accountthe order of PaineWebber Incorporated, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, telex or other form of written writ ten communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelUBS Securities LLC, 299 Park Avenue, New York, New York 10171. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in partxxxxxx xxx xxxxxxxxxx xx xxxxx xx xx xxxt. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer certified or official bank check in New York Clearing House funds payable to a Stifel accountthe order of PaineWebber Incorporated, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, telex or other form of written writ ten communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelUBS Warbrug LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer certified or official bank check in New York Clearing House funds payable to a Stifel accountthe order of PaineWebber Incorporated, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelXxxx Xxxx. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer to a Stifel Xxxx Xxxx account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, telex or other form of written communication (“Written Communication”) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices prices, and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. Any such Written Communication may also amend or modify such provisions of this Agreement in respect of the Offering to which such Written Communication relates, and may contain such supplementary provisions as may be specified in any Written Communication relating to an Offering. To the extent such supplementary terms and conditions or provisions specified in such Written Communication are inconsistent with any provision herein, such terms and conditions of such Written Communication shall supersede any such provisionprovision herein. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelXxxxx Xxxxx Distributors, Inc., Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, XX 00000. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Notwithstanding that you may not have sent us a Written Communication or other form of invitation to participate in such Offering or that we may not otherwise have responded by wire or other written communication to any such Written Communication or other form of invitation, we will be deemed to have accepted the terms of your offer to participate as a Selected Dealer and of this Agreement (as amended, modified or supplemented by any Written Communication ) by our purchase of Securities or otherwise receiving and retaining an economic benefit for participating in the Offering as a Selected Dealer. Payment for Securities purchased by us is to be made at such office or account as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s prior notice to us, by Federal Funds wire transfer or certified or official bank check in New York Clearing House funds, payable to a Stifel accountthe order of Pershing LLC, for further credit to the Syndicate Account of Xxxxx Xxxxx Distributors, Inc., against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, telex or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelUBS Warbrug LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer certified or official bank check in New York Clearing House funds payable to a Stifel accountthe order of PaineWebber Incorporated, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelXxxx Xxxx. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer to a Stifel Xxxx Xxxx account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances acceptances, and other communications by us with respect to any Offering should be sent to StifelXxxx Xxxx. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer to a Stifel Xxxx Xxxx account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, Underwriters may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, telex or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelPaineWebber Incorporated, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer certified or official bank check in New York Clearing House funds payable to a Stifel accountthe order of PaineWebber Incorporated, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelRxxx Xxxx. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s prior notice to us, by wire transfer to a Stifel Rxxx Xxxx account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, telex or other form of written writ ten communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelUBS Warbrug LLC, 299 Park Avenue, New York, New York 10171. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in partxxxxxx xxx xxxxxxxxxx xx xxxxx xx xx xxxt. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer certified or official bank check in New York Clearing House funds payable to a Stifel accountthe order of PaineWebber Incorporated, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelRyan Beck. You may close the subscription books at any time in your sole discretion soxx xxxxxxtion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer to a Stifel Ryan Beck account, against delivery of certificates or other forms evidencing such evixxxxxxx xuch Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you us and any other Underwriters, may will be subject to prior sale, to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of a reservation of Securities or an allotment against subscription. We reserve the right to reject any acceptance in whole or in part, to make allotments and to close the subscription books at any time without notice. You will agree to act as principal in purchasing any Securities. We shall invite you to participate in an Offering and in connection therewith shall advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) you of the particular method and supplementary terms and conditions of the Offering (includingincluding the amount of Securities to be allotted to you, without limitationthe amount of Securities reserved for purchase by the Selected Dealers, the period of such reservation and the information as to prices and offering date referred to in Section 3(c3(b) hereof)) . Such invitation and additional information, to the extent applicable and then determined, shall be conveyed to you in a telecopy, telex or other written form of communication (any Offering communication in which we are invited any such form being herein referred to participateas a "written communication"). Such written communication will include instructions for advising us of your acceptance of such invitation. Any such additional information, to the extent applicable but not determined at the time such invitation is conveyed to you, will be conveyed to you in a subsequent written communication. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision, and you, by your acceptance, shall be bound thereby. If we have received your acceptance, a subsequent written communication from us shall state that you may reject your allotment of Securities by notifying us prior to the time and in the manner specified in such written communication. Unless otherwise indicated in any such Written Communicationwritten communication, acceptances and other communications by us you with respect to any an Offering should be sent to StifelXxxxxx Xxxx LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Syndicate Department. You may close the subscription books at any time in your sole discretion without noticeUnless you are notified otherwise by us, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, be paid for on such date as you we shall determine, determine on one day’s 's prior notice to usyou, by wire transfer certified or official bank check or checks drawn on a New York Clearing House bank and payable in next day funds, in an amount equal to a Stifel accountthe Offering Price (as hereinafter defined) or, if we shall so advise you, at such Offering Price less the Concession (as hereinafter defined), and payable to or upon the order of Xxxxxx Xxxx LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, against delivery of certificates or other forms evidencing such the Securities. If payment is made Securities are purchased and paid for Securities purchased by us at the public offering pricesuch Public Offering Price, the concession to which we shall be entitled such Concession will be paid to us upon after the termination of the provisions of Section 3(c3(b) hereof with respect to such Securities. Unless we promptly give you written instructions otherwiseare notified otherwise by us, if transactions in the payment for and delivery of Securities may purchased by you shall be settled made through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we you are a member, or unless you have otherwise notified us within one day after the date the Securities are first released for public offering or, if we you are not a member, settlement may be made through our ordinary a correspondent who is a membermember pursuant to instructions you may send to us on or before the third business day preceding the closing for the sale of the Securities.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you us and any other Underwriters, may will be subject to prior sale, to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of a reservation of Securities or an allotment against subscription. We reserve the right to reject any acceptance in whole or in part, to make allotments and to close the subscription books at any time without notice. You will agree to act as principal in purchasing any Securities. We shall invite you to participate in an Offering and in connection therewith shall advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) you of the particular method and supplementary terms and conditions of the Offering (includingincluding the amount of Securities to be allotted to you, without limitationthe amount of Securities reserved for purchase by the Selected Dealers, the period of such reservation and the information as to prices and offering date referred to in Section 3(c) hereof). Such invitation and additional information, to the extent applicable and then determined, shall be conveyed to you in a telegram, telex, facsimile transmission or other written form (electronic or otherwise) of communication (any Offering communication in which we are invited any such form being herein referred to participateas a "written communication"). Such written communication will include instructions for advising us of your acceptance of such invitation. Any such additional information, to the extent applicable but not determined at the time such invitation is conveyed to you, will be conveyed to you in a subsequent written communication. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision, and you, by your acceptance, shall be bound thereby. If we have received your acceptance, a subsequent written communication from us shall state that you may reject your allotment of Securities by notifying us prior to the time and in the manner specified in such written communication. Unless otherwise indicated in any such Written Communicationwritten communication, acceptances and other communications by us you with respect to any an Offering should be sent to StifelLaSalle St. Securities, Inc., 000 Xxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: __________. You may close the subscription books at any time in your sole discretion without noticeUnless you are notified otherwise by us, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, be paid for on such date as you we shall determine, on one day’s 's prior notice to usyou, by wire transfer certified or official bank check or checks drawn on a New York Clearing House bank and payable in next day funds, in an amount equal to a Stifel accountthe Public Offering Price as (hereinafter defined) or, if we shall so advise you, at such Public Offering Price less the Concession (as hereinafter defined), and payable to or upon the order of LaSalle St. Securities, Inc., 000 Xxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, against delivery of certificates or other forms evidencing such the Securities. If payment is made Securities are purchased and paid for Securities purchased by us at the public offering pricesuch Public Offering Price, the concession to which we shall be entitled such Concession will be paid to us upon after the termination of the provisions of Section 3(c) hereof with respect to such Securities. Unless we promptly give you written instructions otherwiseare notified otherwise by us, if transactions in the payment for and delivery of Securities may purchased by you shall be settled made through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we you are a member, or unless you have otherwise notified us within two days after the date the Securities are first released for public offering or, if we you are not a member, settlement may be made through our ordinary a correspondent who is a membermember pursuant to instructions you may send to us on or before the third business day preceding the closing for the sale of the Securities.

Conditions of Offering; Acceptance and Purchase. Any The Offering will shall be subject to delivery of the Securities and their acceptance by you and any other Underwritersyou, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will shall advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and the offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participatehereof. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. We agree you shall have full authority to take such actions as you may deem advisable in respect of all matters pertaining to the Offering. You shall be under no liability to us except for lack of good faith and for obligations expressly assumed by you in this Agreement. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any the Offering should be sent to StifelRxxx Xxxx. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. We agree that at any time or times prior to the termination of this Agreement we will, upon your request, report to you as to each indication of interest the following information: name of investor, state of residence, face amount of Securities and whether the investor is retail or institutional. Payment for Securities purchased sold by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price as set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s three (3) days prior notice to us, by wire transfer to a Stifel Rxxx Xxxx account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased sold by us at the public offering price, the concession to which we shall be entitled will shall be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased sold by us will shall be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelRxxx Xxxx. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer to a Stifel Rxxx Xxxx account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of the Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c)3(b) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelPopular Securities, Inc., Popular Center, 000 Xxxxx Xxxxxx Avenue. Hato Rey, Puerto Rico 00918, Attention: President, and PaineWebber Incorporated of Puerto Rico, American International Plaza, Penthouse Floors, 000 Xxxxx Xxxxxx Avenue, Hato Rey, Puerto Rico 00918, Attention: Executive Vice President and Chief Operating Officer. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for the Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s prior notice to us, by wire transfer certified or official bank check in New York Clearing House funds payable to a Stifel accountthe order of PaineWebber Incorporated of Puerto Rico and/or Popular Securities, Inc., against delivery of certificates or other forms evidencing such Securities. If payment is made for the Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The the Depository Trust Company, payment for and delivery of the Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelWillxxx X. Xxxxx & Xo. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer to a Stifel Willxxx X. Xxxxx & Xo. account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities by the Issuer and their acceptance by you us and any other Underwriters, may will be subject to prior sale, to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of a reservation of Securities or an allotment against subscription. We reserve the right to reject any acceptance in whole or in part, to make allotments and to close the subscription books at any time without notice. You will agree to act as principal in purchasing any Securities. We shall invite you to participate in an Offering and in connection therewith shall advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) you of the particular method and supplementary terms and conditions of the Offering (includingincluding the amount of Securities to be allotted to you, without limitationthe amount of Securities reserved for purchase by the Selected Dealers, the period of such reservation and the information as to prices and offering date referred to in Section 3(c3(b) hereof)) . Such invitation and additional information, to the extent applicable and then determined, shall be conveyed to you in a telecopy, telex or other written form of communication (any Offering communication in which we are invited any such form being herein referred to participateas a "written communication"). Such written communication will include instructions for advising us of your acceptance of such invitation. Any such additional information, to the extent applicable but not determined at the time such invitation is conveyed to you, will be conveyed to you in a subsequent written communication. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision, and you, by your acceptance, shall be bound thereby. If we have received your acceptance, a subsequent written communication from us shall state that you may reject your allotment of Securities by notifying us prior to the time and in the manner specified in such written communication. Unless otherwise indicated in any such Written Communicationwritten communication, acceptances and other communications by us you with respect to any an Offering should be sent to Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate Departmxxx. You may close the subscription books at any time in your sole discretion without noticeUnless you are notified otherwise by us, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, be paid for on such date as you we shall determine, determine on one day’s 's prior notice to usyou, by wire transfer certified or official bank check or checks drawn on a New York Clearing House bank and payable in next day funds, in an amount equal to a Stifel accountthe Offering Price (as hereinafter defined) or, if we shall so advise you, at such Offering Price less the Concession (as hereinafter defined) and payable to or upon the order of Stifel, Nicolaus & Company, Incorporated, One Financial Plaza, 501 Norxx Xxxxxxxx, 0xx Floor, St. Louis, MO 63102, against delivery of certificates or other forms evidencing ox xxx Xxxxxxxxxx. Xx Xxxxxxxxxx xxx xxxxxxxxx xxx paid for at such Securities. If payment is made for Securities purchased by us at the public offering pricePublic Offering Price, the concession to which we shall be entitled such Concession will be paid to us upon after the termination of the provisions of Section 3(c3(b) hereof with respect to such Securities. Unless we promptly give you written instructions otherwiseare notified otherwise by us, if transactions in the payment for and delivery of Securities may purchased by you shall be settled made through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we you are a member, or unless you have otherwise notified us within one day after the date the Securities are first released for public offering or, if we you are not a member, settlement may be made through our ordinary a correspondent who is a membermember pursuant to instructions you may send to us on or before the third business day preceding the closing for the sale of the Securities.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, Underwriters may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, telex or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelPaineWebber Incorporated, 1285 Avenue xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. You may close the subscription books at any time in your sole discretion without notice, and you reserve Xxx xxxxrve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer certified or official bank check in New York Clearing House funds payable to a Stifel accountthe order of PaineWebber Incorporated, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to Stifel. Xxxx, Xxxx & Co., Inc. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer to a Stifel Xxxx, Xxxx & Co., Inc. account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you us and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You We will advise us you by telegram, telex, facsimile, e-mail, telex or other form of written communication (“Written Communication”,” which term, in the case of any Offering described in Section 3(a) or 3(b) hereof, may include a prospectus or offering circular) of the particular method and supplementary terms and conditions (including, including without limitation, the information as to prices and offering date referred to in Section 3(c)) of hereof) any Offering in which we you are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us you with respect to any an Offering should be sent to StifelBathgate Capital Partners LLC, 5000 X. Xxxxxx Xxxxxx, Suite 400, Englewood, Colorado, 80111. You may close the subscription books at any time in your sole discretion without notice, and you We reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public The offering price, orsales commission, if and reallowance of a portion of such sales commission to dealers at any time in effect with respect to an Offering are hereinafter referred to, respectively, as the “Public Offering Price,” the “Commission,” and the “Reallowance.” Unless notified otherwise by us, Securities sold through you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date be paid for as you shall determine, on one day’s prior notice to uspayment is received by you, by wire transfer certified or official bank check or wire, in an amount equal to a Stifel accountthe Public Offering Price, against payable in Federal or Clearing House funds to the bank escrow agent for the offering or such other bank account for the benefit of the issuer of the securities. Delivery of the Securities will made as soon as possible after (a) the closing on the escrow of the minimum proceeds; or (b) receipt of payment therefor if the minimum offering has been closed. We shall have authority to make appropriate arrangements for payment for and/or delivery through the facility of certificates the Depository Trust Company or any such depository or other forms evidencing such facility for the Securities. If payment is made Securities are paid for Securities purchased by us at the public offering pricesuch Public Offering Price, the concession to which we shall be entitled such Reallowance will be paid to us upon after the termination of the provisions of Section 3(c) hereof with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, telex or other form of written writ ten communication (“Written Communication”) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelUBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s prior notice to us, by wire transfer certified or official bank check in New York Clearing House funds payable to a Stifel accountthe order of PaineWebber Incorporated, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other UnderwritersUnderwriter, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelWillxxx X. Xxxxx & Xo. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer to a Stifel Willxxx X. Xxxxx & Xo. account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all certain legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(csection 3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelMontxxxxxx Xxxurities, 600 Xxxxxxxxxx Xxxxxx, San Francisco, California 94111. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, or if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s days' prior notice to us, by wire transfer certified or official bank check payable in next day funds to a Stifel accountthe order of Montxxxxxx Xxxurities, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) hereof with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, Underwriters may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, telex or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelPaineWebber Incorporated, 1285 Avenue of the Americas, New York, New York 10019. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or xxxxxxx xxx xxxxx xx xxxxxx xxx xxxxxxxxxx xx xxxxx xr in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer certified or official bank check in New York Clearing House funds payable to a Stifel accountthe order of PaineWebber Incorporated, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances acceptances, and other communications by us with respect to any Offering should be sent to StifelRyan Xxxx. You may close the subscription books at any time in your sole discretion without notice, and you Xxu reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer to a Stifel accountRyan Xxxx xxxount, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances acceptances, and other communications by us with respect to any Offering should be sent to StifelRyan Beck. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in partxx xxxx. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer to a Stifel Ryan Beck account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities by the Issuer and their acceptance by you us and any other Underwriters, may will be subject to prior sale, to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of a reservation of Securities or an allotment against subscription. We reserve the right to reject any acceptance in whole or in part, to make allotments and to close the subscription books at any time without notice. You will agree to act as principal in purchasing any Securities. We shall invite you to participate in an Offering and in connection therewith shall advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) you of the particular method and supplementary terms and conditions of the Offering (includingincluding the amount of Securities to be allotted to you, without limitationthe amount of Securities reserved for purchase by the Selected Dealers, the period of such reservation and the information as to prices and offering date referred to in Section 3(c3(b) hereof)) . Such invitation and additional information, to the extent applicable and then determined, shall be conveyed to you in a telecopy, telex or other written form of communication (any Offering communication in which we are invited any such form being herein referred to participateas a “written communication”). Such written communication will include instructions for advising us of your acceptance of such invitation. Any such additional information, to the extent applicable but not determined at the time such invitation is conveyed to you, will be conveyed to you in a subsequent written communication. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision, and you, by your acceptance, shall be bound thereby. If we have received your acceptance, a subsequent written communication from us shall state that you may reject your allotment of Securities by notifying us prior to the time and in the manner specified in such written communication. Unless otherwise indicated in any such Written Communicationwritten communication, acceptances and other communications by us you with respect to any an Offering should be sent to StifelSxxxxx, Xxxxxxxx & Company, Incorporated, Attention: Syndicate Department. You may close the subscription books at any time in your sole discretion without noticeUnless you are notified otherwise by us, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, be paid for on such date as you we shall determine, determine on one day’s prior notice to usyou, by wire transfer certified or official bank check or checks drawn on a New York Clearing House bank and payable in next day funds, in an amount equal to a Stifel accountthe Offering Price (as hereinafter defined) or, if we shall so advise you, at such Offering Price less the Concession (as hereinafter defined) and payable to or upon the order of Sxxxxx, Xxxxxxxx & Company, Incorporated, One Financial Plaza, 500 Xxxxx Xxxxxxxx, 0xx Xxxxx, Xx. Xxxxx, XX 00000, against delivery of certificates or other forms evidencing such the Securities. If payment is made Securities are purchased and paid for Securities purchased by us at the public offering pricesuch Public Offering Price, the concession to which we shall be entitled such Concession will be paid to us upon after the termination of the provisions of Section 3(c3(b) hereof with respect to such Securities. Unless we promptly give you written instructions otherwiseare notified otherwise by us, if transactions in the payment for and delivery of Securities may purchased by you shall be settled made through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we you are a member, or unless you have otherwise notified us within one day after the date the Securities are first released for public offering or, if we you are not a member, settlement may be made through our ordinary a correspondent who is a membermember pursuant to instructions you may send to us on or before the third business day preceding the closing for the sale of the Securities.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you us and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You We will advise us you by telegram, telex, facsimile, e-mail, telex or other form of written communication (“"Written Communication”," which term, in the case of any Offering described in Section 3(a) or 3(b) hereof, may include a prospectus or offering circular) of the particular method and supplementary terms and conditions (including, including without limitation, the information as to prices and offering date referred to in Section 3(c)) of hereof) any Offering in which we you are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us you with respect to any an Offering should be sent to StifelCohig & Associates, Inc., 0000 X. Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx, 00000. You An acceptance by you may close be in the subscription books at any time in your sole discretion without notice, and you form of an "all sold" wire. We reserve the right to reject any acceptance in whole or in part. Payment for The offering price, selling concession and reallowance (if any) to dealers at any time in effect with respect to an Offering are hereinafter referred to, respectively, as the "Public Offering Price," the "Concession," and the "Reallowance." With our consent, you may allow a discount, not in excess of the Reallowance fixed by us, in selling such Securities to other dealers, provided that in doing so you comply with the Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "NASD"). Upon our request you will advise us of the identity of any dealer to whom you allow such a discount and any underwriters or dealers from whom you receive such a discount. Unless notified otherwise by us, Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, be paid for on such date as you we shall determine, on one day’s 's prior notice to usyou, by wire transfer certified or official bank check or wire, in an amount equal to a Stifel accountthe Public Offering Price or, against if we shall so advise you, at such Public Offering Price less the Concession, payable in Federal or Clearing House funds to the order of Cohig & Associates, Inc., 0000 X. Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx, 00000. Delivery of the Securities will made as soon as possible after receipt of payment therefor. We shall have authority to make appropriate arrangements for payment for and/or delivery through the facility of certificates the Depository Trust Company or any such depository or other forms evidencing such facility for the Securities. If payment is made Securities are purchased and paid for Securities purchased by us at the public offering pricesuch Public Offering Price, the concession to which we shall be entitled such Concession will be paid to us upon after the termination of the provisions of Section 3(c) hereof with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you us and any other Underwriters, may will be subject to prior sale, to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of a reservation of Securities or an allotment against subscription. We reserve the right to reject any acceptance in whole or in part, to make allotments and to close the subscription books at any time without notice. You will agree to act as principal in purchasing any Securities. We shall invite you to participate in an Offering and in connection therewith shall advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) you of the particular method and supplementary terms and conditions of the Offering (includingincluding the amount of Securities to be allotted to you, without limitationthe amount of Securities reserved for purchase by the Selected Dealers, the period of such reservation and the information as to prices and offering date referred to in Section 3(c) hereof). Such invitation and additional information, to the extent applicable and then determined, shall be conveyed to you in a telegram, telex, facsimile transmission or other written form (electronic or otherwise) of communication (any Offering communication in which we are invited any such form being herein referred to participateas a "written communication"). Such written communication will include instructions for advising us of your acceptance of such invitation. Any such additional information, to the extent applicable but not determined at the time such invitation is conveyed to you, will be conveyed to you in a subsequent written communication. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision, and you, by your acceptance, shall be bound thereby. If we have received your acceptance, a subsequent written communication from us shall state that you may reject your allotment of Securities by notifying us prior to the time and in the manner specified in such written communication. Unless otherwise indicated in any such Written Communicationwritten communication, acceptances and other communications by us you with respect to any an Offering should be sent to StifelLaSalle St. Securities, LLC, 800 Xxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: __________. You may close the subscription books at any time in your sole discretion without noticeUnless you are notified otherwise by us, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, be paid for on such date as you we shall determine, on one day’s 's prior notice to usyou, by wire transfer certified or official bank check or checks drawn on a New York Clearing House bank and payable in next day funds, in an amount equal to a Stifel accountthe Public Offering Price as (hereinafter defined) or, if we shall so advise you, at such Public Offering Price less the Concession (as hereinafter defined), and payable to or upon the order of LaSalle St. Securities, LLC, 800 Xxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, against delivery of certificates or other forms evidencing such the Securities. If payment is made Securities are purchased and paid for Securities purchased by us at the public offering pricesuch Public Offering Price, the concession to which we shall be entitled such Concession will be paid to us upon after the termination of the provisions of Section 3(c) hereof with respect to such Securities. Unless we promptly give you written instructions otherwiseare notified otherwise by us, if transactions in the payment for and delivery of Securities may purchased by you shall be settled made through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we you are a member, or unless you have otherwise notified us within two days after the date the Securities are first released for public offering or, if we you are not a member, settlement may be made through our ordinary a correspondent who is a membermember pursuant to instructions you may send to us on or before the third business day preceding the closing for the sale of the Securities.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelKBW. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s prior notice to us, by wire transfer to a Stifel KBW account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any The Offering will shall be subject to delivery of the Securities and their acceptance by you and any other Underwritersyou, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will shall advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and the offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participatethe Offering. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. We agree you shall have full authority to take such actions as you may deem advisable in respect of all matters pertaining to the Offering. You shall be under no liability to us except for lack of good faith and for obligations expressly assumed by you in this Agreement. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any the Offering should be sent to StifelXxxx Xxxx. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. We agree that at any time or times prior to the termination of this Agreement we will, upon your request, report to you each indication of interest: investor, state of residence, face amount of Securities and whether the investor is retail or institutional. Payment for Securities purchased sold by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price as set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s three (3) days prior notice to us, by wire transfer to a Stifel Xxxx Xxxx account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased sold by Xxxx Xxxx & Co., LLC , 2001 ------------ Page 2 us at the public offering price, the concession to which we shall be entitled will shall be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased sold by us will shall be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelXxxx Xxxx. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer to a Stifel Xxxx Xxxx account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Xxxx Xxxx & Co., Inc ______, 2000 Page 2 Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all certain legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in ion Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelXxxxxx & Xxxxxx, Incorporated, 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s days' prior notice to us, by wire transfer certified or official bank check payable in next day funds to a Stifel accountthe order of Xxxxxx & Xxxxxx, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) hereof with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our or ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelXxxxxxx. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s prior notice to us, by wire transfer to a Stifel Xxxxxxx account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all certain legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelXxxxxxxxxx Securities, 000 Xxxxxxxxxx Xxxxxx, San Francisco, California 94111. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s days' prior notice to us, by wire transfer certified or official bank check payable in next day funds to a Stifel accountthe order of Xxxxxxxxxx Securities, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c3(b) hereof with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you us and any other Underwriters, may will be subject to prior sale, to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of a reservation of Securities or an allotment against subscription. We reserve the right to reject any acceptance in whole or in part, to make allotments and to close the subscription books at any time without notice. You will agree to act as principal in purchasing any Securities. We shall invite you to participate in an Offering and in connection therewith shall advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) you of the particular method and supplementary terms and conditions of the Offering (includingincluding the amount of Securities to be allotted to you, without limitationthe amount of Securities reserved for purchase by the Selected Dealers, the period of such reservation and the information as to prices and offering date referred to in Section 3(c) hereof). Such invitation and additional information, to the extent applicable and then determined, shall be conveyed to you in a telegram, telex, facsimile transmission or other written form (electronic or otherwise) of communication (any Offering communication in which we are invited any such form being herein referred to participateas a "written communication"). Such written communication will include instructions for advising us of your acceptance of such invitation. Any such additional information, to the extent applicable but not determined at the time such invitation is conveyed to you, will be conveyed to you in a subsequent written communication. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision, and you, by your acceptance, shall be bound thereby. If we have received your acceptance, a subsequent written communication from us shall state that you may reject your allotment of Securities by notifying us prior to the time and in the manner specified in such written communication. Unless otherwise indicated in any such Written Communicationwritten communication, acceptances and other communications by us you with respect to any an Offering should be sent to StifelWit Capital Corporation, 826 Broadway, 6th Floor, New York, Xxx Xxxx 00000, Xxxxxxxxx: Xxxxxxx Xxxxxx. You may close the subscription books at any time in your sole discretion without noticeXxxxxx xxx xxx notified otherwise by us, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, be paid for on such date as you we shall determine, on one day’s 's prior notice to usyou, by wire transfer certified or official bank check or checks drawn on a New York Clearing House bank and payable in next day funds, in an amount equal to a Stifel accountthe Public Offering Price (as hereinafter defined) or, against delivery if we shall so advise you, at such Public Offering Price less the Concession (as hereinafter defined), and payable to or upon the order of certificates or other forms evidencing such SecuritiesWit Capital Corporation, 826 Broadway, 6th Floor, New Yoxx, Xxx Xxxx 00000, xxxxxxx xxxxxxxx xx xxx Xxxxxities. If payment is made Securities are purchased and paid for Securities purchased by us at the public offering pricesuch Public Offering Price, the concession to which we shall be entitled such Concession will be paid to us upon after the termination of the provisions of Section 3(c) hereof with respect to such Securities. Unless you are notified otherwise by us, and provided that we promptly give are able to utilize the services and facilities of The Depository Trust Company or any other depository or similar facility, payment for and delivery of Securities purchased by you written instructions otherwise, if transactions in the Securities may shall be settled made through the facilities of The Depository Depositary Trust Company, delivery of Securities purchased by us will be made through such facilities if we you are a member, or unless you have otherwise notified us within two days after the date the Securities are first released for public offering or, if we you are not a member, settlement may be made through our ordinary a correspondent who is a membermember pursuant to instructions you may send to us on or before the third business day preceding the closing for the sale of the Securities.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you us and any other Underwriters, may will be subject to prior sale, to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of a reservation of Securities or an allotment against subscription. We reserve the right to reject any acceptance in whole or in part, to make allotments and to close the subscription books at any time without notice. You will agree to act as principal in purchasing any Securities. We shall invite you to participate in an Offering and in connection therewith shall advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“Written Communication”) you of the particular method and supplementary terms and conditions of the Offering (includingincluding the amount of Securities to be alloted to you, without limitationthe amount of Securities reserved for purchase by the Selected Dealers, the period of such reservation and the information as to prices and offering date referred to in Section 3(c) hereof). Such invitation and additional information, to the extent applicable and then determined, shall be conveyed to you in a telegram, telex, facsimile transmission or other written form (electronic or otherwise) of communication (any Offering communication in which we are invited any such form being herein referred to participateas a "written communication"). Such written communication will include instructions for advising us of your acceptance of such invitation. Any such additional information, to the extent applicable but not determined at the time such invitation is conveyed to you, will be conveyed to you in a subsequent written communication. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision, and you, by your acceptance, shall be bound thereby. If we have received your acceptance, a subsequent written communication from us shall state that you may reject your allotment of Securities by notifying us prior to the time and in the manner specified in such written communication. Unless otherwise indicated in any such Written Communicationwritten communication, acceptances and other communications by us you with respect to any an Offering should be sent to StifelPrudential Securities Incorporated, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Capital Transactions Group. You may close the subscription books at any time in your sole discretion without noticeUnless you are notified otherwise by us, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, be paid for on such date as you we shall determine, on one day’s 's prior notice to usyou, by wire transfer certified or official bank check or checks drawn on a New York Clearing House bank and payable in next day funds, in an amount equal to a Stifel accountthe Public Offering Price as (hereinafter defined) or, if we shall so advise you, at such Public Offering Price less the Concession (as hereinafter defined), and payable to or upon the order of Prudential Securities Incorporated, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, against delivery of certificates or other forms evidencing such the Securities. If payment is made Securities are purchased and paid for Securities purchased by us at the public offering pricesuch Public Offering Price, the concession to which we shall be entitled such Concession will be paid to us upon after the termination of the provisions of Section 3(c) hereof with respect to such Securities. Unless we promptly give you written instructions otherwiseare notified otherwise by us, if transactions in the payment for and delivery of Securities may purchased by you shall be settled made through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we you are a member, or unless you have otherwise notified us within two days after the date the Securities are first released for public offering or, if we you are not a member, settlement may be made through our ordinary a correspondent who is a membermember pursuant to instructions you may send to us on or before the third business day preceding the closing for the sale of the Securities.

Conditions of Offering; Acceptance and Purchase. Any Offering will be subject to delivery of the Securities and their acceptance by you and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c)) of any Offering in which we are invited to participate. To the extent such supplementary terms and A-1 NEXT PAGE conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any Offering should be sent to StifelXxxx Xxxx. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. Payment for Securities purchased by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s 's prior notice to us, by wire transfer to a Stifel Xxxx Xxxx account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased by us at the public offering price, the concession to which we shall be entitled will be paid to us upon termination of the provisions of Section 3(c) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

Conditions of Offering; Acceptance and Purchase. Any The Offering will shall be subject to delivery of the Securities and their acceptance by you and any other Underwritersyou, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. You will shall advise us by telegram, telex, facsimile, e-mail, or other form of written communication (“"Written Communication”") of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and the offering date referred to in Section 3(c3(b)) of any Offering in which we are invited to participatethe Offering. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. We agree you shall have full authority to take such actions as you may deem advisable in respect of all matters pertaining to the Offering. You shall be under no liability to us except for lack of good faith and for obligations expressly assumed by you in this Agreement. Unless otherwise indicated in any such Written Communication, acceptances and other communications by us with respect to any the Offering should be sent to StifelXxxx Xxxx. You may close the subscription books at any time in your sole discretion without notice, and you reserve the right to reject any acceptance in whole or in part. We agree that at any time or times prior to the termination of this Agreement we will, upon your request, report to you each indication of interest: investor, state of residence, face amount of Securities and whether the investor is retail or institutional. Payment for Securities purchased sold by us is to be made at such office as you may designate, at the public offering price, or, if you shall so advise us, at such price less the concession to dealers or at the price as set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s three (3) days prior notice to us, by wire transfer to a Stifel Xxxx Xxxx account, against delivery of certificates or other forms evidencing such Securities. If payment is made for Securities purchased sold by us at the public offering price, the concession to which we shall be entitled will shall be paid to us upon termination of the provisions of Section 3(c3(b) with respect to such Securities. Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, delivery of Securities purchased sold by us will shall be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.