Common use of Offer and Sale to the Public Clause in Contracts

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the Concession. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") and (iii) who, if they are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we the Purchasing Agent will inform you the Selected Dealers by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you the Selected Dealers may commence selling Securities to the public. After such public offering has commenced, we the Purchasing Agent may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 4 hereof, you the Selected Dealers agree to offer Securities to the public at no more than the Public Offering Price. If so notified by usthe Purchasing Agent, you the Selected Dealers may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession”. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) 2740 of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "“NASD"”) and (iii) who, if they who are either members in good standing of the NASD or foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you the Selected Dealer that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the "Concession. ." If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, who are either (iii) members in good standing of the Financial Industry Regulatory Authority (“FINRA”) who execute agree to abide by the written agreement prescribed by Rule 2740(c) applicable rules of the Conduct Rules of FINRA (and its predecessor, the National Association of Securities Dealers, Inc. (the "“NASD"”), as applicable) and (iiisee Section 4(a) who, if they are below) or (ii) foreign banks, broker-dealers or institutions not eligible for membership in the NASD, FINRA who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e4(a) hereof.. 47166115.8

Offer and Sale to the Public. With respect to any Offering of Securities, we the Purchasing Agent will inform you the Selected Dealers by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you the Selected Dealers may commence selling Securities to the public. After such public offering has commenced, we the Purchasing Agent may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree each Selected Dealer agrees to offer Securities to the public at no more than the Public Offering Price. If so notified by usthe Purchasing Agent, you each Selected Dealer may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession. .” If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, who are either (iii) members in good standing of the Financial Industry Regulatory Authority (“FINRA”) who execute agree to abide by the written agreement prescribed by Rule 2740(c) applicable rules of the Conduct Rules of FINRA (and its predecessor, the National Association of Securities Dealers, Inc. (the "“NASD"”), as applicable) and (iiisee Section 4(a) who, if they are below) or (ii) foreign banks, broker-dealers or institutions not eligible for membership in the NASD, FINRA who represent to you the Selected Dealers that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e4(a) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 4 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the Concession. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules of the National Association of Securities Dealers, . Inc. (the "“NASD"”) and (iii) who, if they are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will shall inform you by a Written Communication written communication of the initial public offering price, if any, the selling concessionconcession to Selected Dealers, the reallowance (if any) to broker-other dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealersreallowance. The public offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c3(b) shall be terminated pursuant to Section 5 4 hereof, you agree to offer Securities to the public only at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the Concession. If except that if a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution allowed. If such Offering is subject to brokerthe By-dealers (i) who are actually engaged in the investment banking or securities businessLaws, (ii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules rules and regulations of the National Association of Securities Dealers, Inc. (the "NASD"), such Reallowance may be allowed only as consideration for services rendered in distribution to dealers which are actually engaged in the investment banking or securities business, which execute the written agreement prescribed by Section 24(c) of Article III of the Rules of Fair Practice of the NASD and (iii) who, if they which are either members in good standing of the NASD or are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e3(d) hereof. Any dealer which is allowed any Reallowance hereby agrees that such amount will be retained and not reallowed in whole or in part. Upon our request, you will advise us of the identity of any dealer to which you allowed a Reallowance and any Underwriter or dealer from which you received a Reallowance.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 6 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession. .” If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, who are either (iii) members in good standing of the Financial Industry Regulatory Authority (“FINRA”) who execute agree to abide by the written agreement prescribed by Rule 2740(c) applicable rules of the Conduct Rules of FINRA (and its predecessor, the National Association of Securities Dealers, Inc. (the "“NASD"”), as applicable) and (iiisee Section 4(a) who, if they are below) or (ii) foreign banks, broker-dealers or institutions not eligible for membership in the NASD, FINRA who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e4(a) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-dealers at any time in effect with respect to an Offering are hereinafter referred to, respectively, as the "Public Offering PricePUBLIC OFFERING PRICE", the "ConcessionCONCESSION" and the "ReallowanceREALLOWANCE". With respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser E-3 negotiated price than the Public Offering Price, but in an amount not to exceed the Concession. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules of the National Association of Securities Dealers, . Inc. (the "NASD") and (iii) who, if they are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-dealers at any time in effect with respect to an Offering are hereinafter referred to, respectively, as the "Public Offering PricePUBLIC OFFERING PRICE", the "ConcessionCONCESSION" and the "ReallowanceREALLOWANCE". With respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 4 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the Concession. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules of the National Association of Securities Dealers, . Inc. (the "NASD") and (iii) who, if they are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 4 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession”. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) 2740 of the Conduct Rules of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the "NASD"“FINRA”) and (iii) who, if they who are either members in good standing of the FINRA or foreign banks, broker-dealers or institutions not eligible for membership in the NASD, FINRA who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession. .” If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, who are either (iii) members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who execute agree to abide by the written agreement prescribed by Rule 2740(c) applicable rules of the Conduct Rules of FINRA (and its predecessor, the National Association of Securities Dealers, Inc. (the "“NASD"”), as applicable) and (iiisee Section 4(a) who, if they are below) or (ii) foreign banks, broker-dealers or institutions not eligible for membership in the NASD, FINRA who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e4(a) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the Concession. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by NASD Rule 2740(c) of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) (f/k/a the National Association of Securities Dealers, Inc. (the "NASD")) and (iii) who, if they are foreign banks, broker-dealers or institutions not eligible for membership in the NASDFINRA, represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 4 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession. .” If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) 2740 of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "“NASD"”) and (iii) who, if they who are either members in good standing of the NASD or foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 4 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession. .” If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(csection 24(c) of Article III of the Conduct Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "“NASD"”) and (iii) who, if they who are either members in good standing of the NASD or foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of ---------------------------- Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 4 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the Concession. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules of the National Association of Securities Dealers, . Inc. (the "NASD") and (iii) who, if they who are either members in good standing of the NASD or foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 4 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession. .” If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(csection 24(c) of Article III of the Conduct Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "“NASD"”) and (iii) who, if they who are either members in good standing of the NASD or foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof. Over-allotment; Stabilization; Unsold Allotments. We may, with respect to any Offering, be authorized to over-allot in arranging sales to Selected Dealers, to purchase and sell Securities for long or short account and to stabilize or maintain the market price of the Securities. You agree that, upon our request at any time and from time to time prior to the termination of the provisions of Section 3(c) hereof with respect to any Offering, you will report to us the amount of Securities purchased by you pursuant to such Offering which then remain unsold by you and will, upon our request at any such time, sell to us for our account or the account of one or more Underwriters such amount of such unsold Securities as we may designate at the Public Offering Price less an amount to be determined by us not in excess of the Concession. If, prior to the later of (i) the termination of the provisions of Section 3(c) hereof with respect to any Offering or (ii) the covering by us of any short position created by us in connection with such Offering for our account or the account of one or more Underwriters, we purchase or contract to purchase for our account or the account of one or more Underwriters in the open market or otherwise any Securities purchased by you under this Agreement as part of such Offering, you agree to pay us on demand an amount equal to the Concession with respect to such Securities (unless you shall have purchased such Securities pursuant to Section 2 hereof at the Public Offering Price in which case we shall not be obligated to pay such Concession to you pursuant to Section 2) plus transfer taxes and broker’s commissions or dealer’s mark-up, if any, paid in connection with such purchase or contract to purchase.

Offer and Sale to the Public. With respect to any Offering of Securities, we the Purchasing Agent will inform you the Selected Dealers by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you the Selected Dealers may commence selling Securities to the public. After such public offering has commenced, we the Purchasing Agent may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 4 hereof, you the Selected Dealers agree to offer Securities to the public at no more than the Public Offering Price. If so notified by usthe Purchasing Agent, you the Selected Dealers may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession”. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) 2740 of the Conduct Rules of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the "NASD"“FINRA”) and (iii) who, if they who are either members in good standing of the FINRA or foreign banks, broker-dealers or institutions not eligible for membership in the NASD, FINRA who represent to you the Selected Dealer that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the "Concession. ." If a Reallowance is in effect, a reallowance from the Public Offering Price not in CHI99 4594812-9.021110.0014 excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, who are either (iii) who execute the written agreement prescribed by Rule 2740(c) members in good standing of the Conduct Rules of Financial Industry Regulatory Authority (“FINRA”)(former the National Association of Securities Dealers, Inc. (“NASD”)) who agree to abide by the "NASD"applicable rules of FINRA (see Section 4(a) and below) or (iiiii) who, if they are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, FINRA who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e4(a) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will shall inform you by a Written Communication written communication of the initial public offering price, if any, the selling concessionconcession to Selected Dealers, the reallowance (if any) to broker-other dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealersreallowance. The public offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c3(b) shall be terminated pursuant to Section 5 4 hereof, you agree to offer Securities to the public only at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the Concession. If except that if a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed. If such Offering is subject to the Conduct Rules (together with applicable interpretations thereunder, the “NASD Conduct Rules”) of the National Association of Securities Dealers, Inc. (the “NASD”), such Reallowance may be allowed only as consideration for services rendered in distribution to broker-dealers (i) who which are actually engaged in the investment banking or securities business, (ii) who which execute the written agreement prescribed by Rule 2740(c) of the NASD Conduct Rules and which are either members in good standing of the National Association of Securities Dealers, Inc. (the "NASD") and (iii) who, if they NASD or are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e3(d) hereof.. Any dealer which is allowed any Reallowance hereby agrees that such amount will be retained and not reallowed in whole or in

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the CHI99 4594812-7.021110.0014 "Concession. ." If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, who are either (iii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules members in good standing of the National Association of Securities Dealers, Inc. (“NASD”) who agree to abide by the "NASD"applicable rules of the NASD (see Section 4(a) and below) or (iiiii) who, if they are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e4(a) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance xxx xxxxxxxxxxx (if anyxx xxx) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-dealers at any time in effect with respect to an Offering are hereinafter referred to, respectively, as the "Public Offering PricePUBLIC OFFERING PRICE", the "ConcessionCONCESSION" and the "ReallowanceREALLOWANCE". With respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 4 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the Concession. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules of the National Association of Securities Dealers, . Inc. (the "NASD") and (iii) who, if they who are either members in good standing of the NASD or foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will shall inform you by a Written Communication written communication of the initial public offering price, if any, the selling concessionconcession to Selected Dealers, the reallowance (if any) to broker-other dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealersreallowance. The public offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c3(b) shall be terminated pursuant to Section 5 4 hereof, you agree to offer Securities to the public only at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the Concession. If except that if a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution allowed. If such Offering is subject to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules (together with applicable interpretations thereunder, the "NASD Conduct Rules") of the National Association of Securities Dealers, Inc. (the "NASD"), such Reallowance may be allowed only as consideration for services rendered in distribution to dealers which are actually engaged in the investment banking or securities business, which execute the written agreement prescribed by Rule 2740(c) of the NASD Conduct Rules and (iii) who, if they which are either members in good standing of the NASD or are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e3(d) hereof.. Any dealer which is allowed any Reallowance hereby agrees that such amount will be retained and not reallowed in whole or in

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession. .” If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, who are either (iii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules members in good standing of the National Association of Securities Dealers, Inc. (“NASD”) who agree to abide by the "NASD"applicable rules of the NASD (see Section 4(a) and below) or (iiiii) who, if they are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e4(a) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 4 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the "Concession. ." If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) 2740 of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") and (iii) who, if they who are either members in good standing of the NASD or foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the Concession. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") and (iii) who, if they are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession. .” If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, who are either (iii) who execute the written agreement prescribed by Rule 2740(c) members in good standing of the Conduct Rules of Financial Industry Regulatory Authority (“FINRA”) (former the National Association of Securities Dealers, Inc. (“NASD”)) who agree to abide by the "NASD"applicable rules of FINRA (see Section 4(a) and below) or (iiiii) who, if they are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, FINRA who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e4(a) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the "Concession". If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) 2740 of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") and (iii) who, if they who are either members in good standing of the NASD or foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession. .” If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, who are either (iii) members in good standing of the Financial Industry Association (“FINRA”) who execute agree to abide by the written agreement prescribed by Rule 2740(c) applicable rules of the Conduct Rules of FINRA (and its predecessor, the National Association of Securities Dealers, Inc. (the "“NASD"”), as applicable) and (iiisee Section 4(a) who, if they are below) or (ii) foreign banks, broker-dealers or institutions not eligible for membership in the NASD, FINRA who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e4(a) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession. .” If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, who are either (iii) who execute the written agreement prescribed by Rule 2740(c) members in good standing of the Conduct Rules of Financial Industry Regulatory Authority (“FINRA”) (former the National Association of Securities Dealers, Inc. (“NASD”)) who agree to abide by the "NASD"applicable rules of FINRA (see Section 4(a) and below) or (iiiii) who, if they are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, FINRA who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e4(a) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will shall inform you by a Written Communication written communication of the initial public offering price, if any, the selling concessionconcession to Selected Dealers, the reallowance (if any) to broker-other dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealersreallowance. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 4 hereof, you agree to offer Securities to the public only at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser negotiated price than the Public Offering Price, but except that if a Reallowance is in an amount effect, a reallowance from the Public Offering Price not to exceed the Concession. If a in excess of such Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution allowed. If such Offering is subject to brokerthe By-dealers (i) who are actually engaged in the investment banking or securities businessLaws, (ii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules rules and regulations of the National Association of Securities Dealers, Inc. (the "NASD"), such Reallowance may be allowed only as consideration for services rendered in distribution to dealers who are actually engaged in the investment banking or securities business, who execute the written argument prescribed by Section 24(c) of Article III of the Rules of Fair Practice of the NASD and (iii) who, if they who are either members in good standing of the NASD or are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof. Any dealer who is allowed any Reallowance hereby agrees that such amount will be retained and not reallowed in whole or in part. Upon our request, you will advise us of the identity of any dealer to whom you allowed a Reallowance and any Underwriter or dealer from whom you received a Reallowance. In connection with any Offering involving the public distribution of the Securities through two or more underwriting syndicates, you agree to be bound by, and all offers to sell and sales by you of Securities shall be subject to, such limitations on offers to sell and sales of Securities as we may advise you in a written communication, and you agree that any sales made by you to other dealers shall be made only to such dealers as agree, in their offers to sell and sales, to be bound by the same limitations.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 Sectio n 4 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession. .” If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(csection 24(c) of Article III of the Conduct Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "“NASD"”) and (iii) who, if they who are either members in good standing of the NASD or foreign banks, broker-dealers or institutions not eligible for membership in the NASD, NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-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 respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell securities Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession. .” If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, who are either (iii) members in good standing of the Financial Industry Regulatory Authority (“FINRA”) who execute agree to abide by the written agreement prescribed by Rule 2740(c) applicable rules of the Conduct Rules of FINRA (and its predecessor, the National Association of Securities Dealers, Inc. (the "“NASD"”), as applicable) and (iiisee Section 4(a) who, if they are below) or (ii) foreign banks, broker-dealers or institutions not eligible for membership in the NASD, FINRA that represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e4(a) hereof.