Common use of Offering of Securities Clause in Contracts

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise.

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are actually engaged in the investment banking or securities business and who are either members in good standing of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that who are Banks (as defined in Section 10 hereof) and domestic banks which are not members of FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks domestic banks set forth in Section 10 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise.

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are actually engaged in the investment banking or securities business and who are either members in good standing of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 11 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that who are Banks (as defined in Section 10 hereof) and domestic banks which are not members of FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks domestic banks set forth in Section 10 11 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise.

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are actually engaged in the investment banking or securities business and who are either members in good standing of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) who agree to abide by the applicable rules of FINRA or non-non- U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that who are Banks (as defined in Section 10 hereof) and domestic banks which are not members of FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks domestic banks set forth in Section 10 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise.

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 11 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 11 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 11 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise.

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is will be made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 11 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 11 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 11 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise.

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(123 (a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are actually engaged in the investment banking or securities business and who are either members in good standing of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that who are Banks (as defined in Section 10 hereof) and domestic banks which are not members of FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks domestic banks set forth in Section 10 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise.

Offering of Securities. We understand that you will notify us when the public offering of the Securities is to be made and of the initial public offering price. We hereby authorize you to fix the concession to dealers and the reallowance to dealers and in your sole discretion after the public offering to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Securities for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be on our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter ) such of our Securities as you in your sole discretion shall determine. Any such offering to Selected Dealers may be made pursuant to a Selling Agreement, in the form attached hereto as Exhibit B, or otherwise , as you may determine. The form of Selling Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Securities from or to any Selected Dealers or Underwriters at the public offering price less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the public offering price less all or any of the concession. We understand that you will notify each Underwriter promptly upon the release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and retail purchasers. Securities not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Securities reserved for sale to Selected Dealers and retail purchasers any Securities retained by an Underwriter remaining unsold. We agree to notify you from time to time upon request of the amount of our Securities retained by us remaining unsold. If all the Securities reserved for offering to Selected Dealers and retail purchasers are not promptly sold by you, any Underwriter may from time to time, with your consent, obtain a release of all or any Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold, or, if sold, have not been paid for at any time prior to the termination of this Agreement may, in your discretion or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes only, but such Securities shall remain subject to redelivery to you upon demand for disposition by you until this Agreement is terminated. We agree that in connection with sales and offers to sell the Securities, if any, made by us outside the United States or its territories or possessions, (a) In respect of any Offering, we will inform you of furnish to each person to whom any Selling Concession and Reallowance, if any. The Offering of Securities such offer or sale is made subject such Prospectus, advertisement or other offering document containing information relating to the conditions Securities or the Company as may be required under the laws of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current Preliminary Prospectus and to each person to whom any such sale is made a copy of the Prospectus referred to in the prospectusUnderwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any Prospectus, offering memorandum, advertisement or offering circular or similar other offering document related (other than any such preliminary Prospectus or Prospectus) furnished by us to any person in accordance with the Offering preceding sentence and to the terms and conditions set forth in any Wire. After the initial Offering has commencedall such additional offering material, if any, as we may change the Offering Price, the Selling Concession and the Reallowance (if any) furnish to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed any person (i) shall comply in all respects with the laws of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expense, and (iii) shall not contain information relating to the Securities or the Company which is inconsistent in any respect with information contained in the case of Offerings of Securities that are not exempted securities then current Preliminary Prospectus or in the Prospectus (as defined in Section 3(a)(12) of then amended or supplemented if the 1934 ActCompany shall have furnished any amendments or supplements thereto), as consideration for services rendered in distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) in the case may be. We recognize the importance of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in a broad distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by among bona fide investors and we agree to use our best efforts to obtain such broad distribution and to that end, to the respective Underwriters extent we deem practicable, to you give priority to small orders. We agree that we will be paid by such Underwriters when such not sell to any account over which we exercised discretionary authority any of the Securities are delivered which we have agreed to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than purchase pursuant to the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwiseUnderwriting Agreement.

Offering of Securities. (a) In respect the event that there is a Posting, the Purchasing Agent will communicate to each of any Offeringthe Agents and Selected Dealers the aggregate principal amount, we will inform you of any Selling Concession maturities and Reallowance, if any. The Offering redemption and repayment provisions and interest terms to be borne by each tranche of Securities that is made the subject of the Posting. Thereafter, the Agents and the Selected Dealers will solicit offers to purchase the Securities accordingly. Purchase of Securities by the Purchasing Agent: The Purchasing Agent will, as soon as practicable after 2:00 p.m. (New York City time), on the seventh day subsequent to the conditions referred to in the prospectus, offering memorandumday on which such Posting occurs, or offering circular if such seventh day is not a Business Day on the succeeding Business Day, or similar offering document related to on such other Business Day and time as shall be mutually agreed upon by the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession Company and the Reallowance Purchasing Agent (if any) to Selected Dealers. If a Reallowance is in effectany such day, a reallowance from the Offering Price not in excess of such Reallowance may be allowed “Trade Day”), (i) in complete, execute and deliver to the case Company a Terms Agreement that sets forth, among other things, the principal amount of Offerings each tranche of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution Purchasing Agent is offering to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, purchase or (ii) in inform the case of Offerings of Securities Company that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale none of the Securities of a particular tranche will be purchased by the respective Underwriters Purchasing Agent. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the Purchasing Agent, the Company has the sole right to you accept orders to purchase Securities and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Securities received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Securities will be paid by accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Underwriters when such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Securities are delivered to youof a particular tranche has been rejected, in whole or in part. However, you shall pay any transfer tax on sales of Securities by you The Purchasing Agent will thereafter promptly inform the Agents and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other participating Selected Dealers as a group or otherwiseof the action taken by the Company.

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are actually engaged in the investment banking or securities business and who are either members in good standing of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banksnonU.X. xxxxx, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that who are Banks (as defined in Section 10 hereof) and domestic banks which are not members of FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks domestic banks set forth in Section 10 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise.

Offering of Securities. We understand that you will notify us when the initial public offering of the Securities is to be made and of the initial public offering price. We hereby authorize you, in your sole discretion, after the initial public offering, to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Securities for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter) such of our Securities as you, in your sole discretion, shall determine. Any such offering to Selected Dealers may be made pursuant to a Selected Dealers Agreement, in the form attached hereto as Exhibit B, or otherwise, as you may determine. The form of Selected Dealers Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Securities from or to any Selected Dealers or Underwriters at the public offering price, less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the public offering price, less all or any part of the concession. We understand that you will notify each Underwriter promptly upon the release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and retail purchasers. Securities not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Securities reserved for sale to Selected Dealers and retail purchasers any Securities retained by an Underwriter remaining unsold. We agree to notify you, from time to time, upon request, of the amount of our Securities retained by us remaining unsold. If all of the Securities reserved for offering to Selected Dealers and retail purchasers are not promptly sold by you, any Underwriter may, from time to time, with your consent, obtain a release of all or any Securities of such Underwriter then remaining unsold, and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold, or, if sold, have not been paid for at any time prior to the termination of this Agreement may, in your discretion or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes only, but such Securities shall remain subject to redelivery to you upon demand for disposition by you until this Agreement is terminated. We agree that in connection with sales and offers to sell the Securities, if any, made by us outside the United States or its territories or possessions, (a) In respect of any Offering, we will inform you of furnish to each person to whom any Selling Concession and Reallowance, if any. The Offering of Securities such offer or sale is made subject such prospectus, advertisement or other offering document containing information relating to the conditions Securities or the Company, as may be required under the laws of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current preliminary prospectus, and to each person to whom any such sale is made, a copy of the Prospectus referred to in the Underwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any prospectus, offering memorandum, advertisement or offering circular or similar other offering document related (other than any such preliminary prospectus or Prospectus) furnished by us to any person in accordance with the Offering preceding sentence and to the terms and conditions set forth in any Wire. After the initial Offering has commencedall such additional offering material, if any, as we may change the Offering Price, the Selling Concession and the Reallowance (if any) furnish to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed any person (i) shall comply in all respects with the laws of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expense, and (iii) shall not contain information relating to the Securities or the Company which is inconsistent in any respect with information contained in the case of Offerings of Securities that are not exempted securities then current preliminary prospectus or in the Prospectus (as defined in Section 3(a)(12) of then amended or supplemented if the 1934 ActCompany shall have furnished any amendments or supplements thereto), as consideration for services rendered in distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) in the case may be. We recognize the importance of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in a broad distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by among bona fide investors and we agree to use our best efforts to obtain such broad distribution and, to that end, to the respective Underwriters extent we deem practicable, to you give priority to small orders. We agree that we will be paid by such Underwriters when such not sell to any account over which we exercise discretionary authority any of the Securities are delivered which we have agreed to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than purchase pursuant to the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwiseUnderwriting Agreement.

Offering of Securities. We understand that you will notify us when the initial public offering of the Stock is to be made and of the initial public offering price. We hereby authorize you, in your sole discretion, after the initial public offering, to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Stock for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter) such of our Stock as you, in your sole discretion, shall determine. Any such offering to Selected Dealers may be made pursuant to a Selected Dealers Agreement, in the form attached hereto as Exhibit B, or otherwise, as you may determine. The form of Selected Dealers Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Stock from or to any Selected Dealers or Underwriters at the public offering price, less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Stock from or to any Selected Dealer or Underwriter at the public offering price, less all or any part of the concession. We agree that in connection with sales and offers to sell the Stock, if any, made by us outside the United States or its territories or possessions, (a) In respect of any Offering, we will inform you of furnish to each person to whom any Selling Concession and Reallowance, if any. The Offering of Securities such offer or sale is made subject such prospectus, advertisement or other offering document containing information relating to the conditions Stock or the Company, as may be required under the laws of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current preliminary prospectus, and to each person to whom any such sale is made, a copy of the Prospectus referred to in the Underwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any prospectus, offering memorandum, advertisement or offering circular or similar other offering document related (other than any such preliminary prospectus or Prospectus) furnished by us to any person in accordance with the Offering preceding sentence and to the terms and conditions set forth in any Wire. After the initial Offering has commencedall such additional offering material, if any, as we may change the Offering Price, the Selling Concession and the Reallowance (if any) furnish to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed any person (i) shall comply in all respects with the laws of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expense, and (iii) shall not contain information relating to the Stock or the Company which is inconsistent in any respect with information contained in the case of Offerings of Securities that are not exempted securities then current preliminary prospectus or in the Prospectus (as defined in Section 3(a)(12) of then amended or supplemented if the 1934 ActCompany shall have furnished any amendments or supplements thereto), as consideration for services rendered in the case may be. We recognize the importance of a broad distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who Stock among bona fide investors and we agree to abide by use our best efforts to obtain such broad distribution and, to that end, to the applicable rules of FINRA or non-U.S. banksextent we deem practicable, brokers, dealers or other non-U.S. institutions to give priority to small orders. We agree that we will not eligible for membership in FINRA who represent sell to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale any account over which we exercise discretionary authority any of the Securities by which we have agreed to purchase pursuant to the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwiseUnderwriting Agreement.

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is will be made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 11 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 11 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 11 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise. 5.

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 1011 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 1011 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 1011 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise.

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are actually engaged in the investment banking or securities business and who are either members in good standing of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) who agree to abide by the applicable rules of FINRA or non-non- U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 11 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that who are Banks (as defined in Section 10 hereof) and domestic banks which are not members of FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks domestic banks set forth in Section 10 11 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise.

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering Prospectus and to the terms and conditions set forth in any Wirethis Agreement. After the initial Offering public offering of Securities has commenced, we you may change the Offering Pricepublic offering price, the Selling Concession selling concession and the Reallowance (if any) reallowance to Selected Dealersdealers. If a Reallowance is in effectAny Securities purchased by us pursuant to this Agreement are to be reoffered by us, subject to their receipt and acceptance by the Representatives, to the public at the initial offering price, subject to the terms of this Agreement and the Prospectus. Except as otherwise provided herein, Securities shall not be offered or sold by us below the initial offering price before the termination of the effectiveness of this Agreement with respect to the offering of such Securities, except that a reallowance from the Offering Price initial offering price of not more than the amount set forth in excess of such Reallowance the invitation may be allowed to any Selected Dealer that (i) agrees that such amount is to be retained and not reallowed in the case of Offerings of Securities that are not exempted securities (as defined whole or in Section 3(a)(12) of the 1934 Act)part, as consideration for services rendered in distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) in makes the case of Offerings of Securities that are exempted securities (as defined representations contained in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 hereof11. (b) The Representatives, as such, and, with the Representatives' consent, any Underwriter, may buy Securities from, or sell Securities to, any of the Selected Dealers or any of the Underwriters, and any Selected Dealer may buy Securities from, or sell Securities to, any other Selected Dealer or any Underwriter, at the initial offering price less all or any part of the concession to Selected Dealers. (c) If we have received or have been credited with the Selected Dealers' concession as to any Securities purchased by us pursuant to this Agreement, which, prior to the later of (i) the termination of the effectiveness of this Agreement with respect to the offering of such Securities, and (ii) the covering by the Representatives of any short position created by the Representatives in connection with the offering of such Securities, the Representatives may have purchased or contracted to purchase for the account of any Underwriter (whether such Securities have been sold or loaned by us), then we agree to pay the Representatives on demand for the accounts of the several Underwriters an amount equal to the Selected Dealers' concession and, in addition, the Representatives may charge us with any broker's commission and transfer tax paid in connection with such purchase or contract to purchase. Securities delivered on any such repurchase need not be the identical Securities originally purchased. With respect to any such repurchased Securities as to which we have not yet received or been credited with the Selected Dealers' concession, we shall be responsible for any broker's commission and transfer tax and the Representatives shall not be obligated to pay any Selected Dealers' concession as to such Securities. (d) No expenses will shall be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you us will be paid by such Underwriters when such Securities are delivered to youus. However, you we shall pay any transfer tax on sales of Securities by you us and you shall pay your our proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall shall, from time to time time, be assessed against you us and other Selected Dealers as a group or otherwise.

Offering of Securities. We understand that you will notify us when ---------------------- the public offering of the Securities is to be made and of the initial public offering price. We hereby authorize you to fix the concession to dealers and the reallowance to dealers and in your sole discretion after the public offering to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Securities for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be on our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter) such of our Securities as you in your sole discretion shall determine. Any such offering to Selected Dealers may be made pursuant to a Selected Dealer Agreement, in the form attached hereto as Exhibits, or otherwise, as you may determine. The form of Selected Dealer Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Securities from or to any Selected Dealers or Underwriters at the public offering price less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the public offering price less all or any of the concession. We understand that you will notify each Underwriter promptly upon the release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and retail purchasers. Securities not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Securities reserved for sale to Selected Dealers and retail purchasers any Securities retained by an Underwriter remaining unsold. We agree to notify you from time to time upon request of the amount of our Securities retained by us remaining unsold. If all the Securities reserved for offering to Selected Dealers and retail Purchasers are not promptly sold by you, any Underwriter may from time to time, with your consent, obtain a release of all or any Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold, or, if sold, have not been paid for at any time prior to the termination of this Agreement may, in your discretion or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes only, but such Securities shall remain subject to redelivery to you upon demand for disposition by you until this Agreement is terminated. We agree that in connection with sales and offers to sell the Securities, if any, made by us outside the United States or its territories or possessions, (a) In respect of any Offering, we will inform you of furnish to each person to whom any Selling Concession and Reallowance, if any. The Offering of Securities such offer or sale is made subject such Prospectus, advertisement or other offering document containing information relating to the conditions Securities or the Company as may be required under the laws, of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current Preliminary Prospectus and to each person to whom any such sale is made a copy of the Prospectus referred to in the prospectusUnderwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any Prospectus, offering memorandum, advertisement or offering circular or similar other offering document related (other than any such preliminary prospectus or Prospectus) furnished by us to any person in accordance with the Offering preceding sentence and to the terms and conditions set forth in any Wire. After the initial Offering has commencedall such additional offering material, if any, as we may change the Offering Price, the Selling Concession and the Reallowance (if any) furnish to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed any person (i) shall comply in all respects with the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) laws of the 1934 Act)jurisdiction in which it is so furnished, as consideration for services rendered in distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) shall be prepared and so furnished at our sole risk and expense and, (iii) shall not contain information relating to the Securities or the Company which is inconsistent in any respect with information contained in the case of Offerings of Securities that are exempted securities then current preliminary prospectus or in the Prospectus (as defined in Section 3(a)(12then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) as the case may be. We recognize the importance of the 1934 Act), as consideration for services rendered in a broad distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by among bona fide investors and we agree to use our best efforts to obtain such broad distribution and to that end, to the respective Underwriters extent we deem practicable, to you give priority to small orders. We agree that we will be paid by such Underwriters when such not sell to any account over which we exercised discretionary authority any of the Securities are delivered which we have agreed to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than purchase pursuant to the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwiseUnderwriting Agreement.

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 11 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 11 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 11 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise.

Offering of Securities. (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“"FINRA”") who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise.

Offering of Securities. The Initial Purchaser acknowledges that the issuance of the Securities and the Underlying Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Initial Purchaser represents and warrants to and agrees with the Company that: (i) it has not offered or sold, and will not offer or sell, any Securities or Underlying Securities within the United States or to, or for the account or benefit of, U.S. persons as part of its distribution at any time except: (a) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is made subject to the conditions referred those it reasonably believes to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 hereof.QIBS; or (b) No expenses in accordance with Rule 903 of Regulation S; (ii) neither it nor any person acting on its behalf has made or will be charged make offers or sales of the Securities or Underlying Securities in the United States by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; (iii) in connection with each sale pursuant to Selected Dealers. A single transfer tax upon Section 6.1(i)(A), it has taken or will take reasonable steps to ensure that the purchaser of such Securities or Underlying Securities is aware that such sale is being made in reliance on Rule 144A; (iv) any information provided by the Initial Purchaser to publishers of publicly available databases about the terms of the Securities and Underlying Securities shall include a statement that the Securities and the Underlying Securities have not been registered under the Securities Act and are subject to restrictions under Rule 1444A under the Securities Act and Regulation S; and (v) it acknowledges that additional restrictions on the offer and sale of the Securities by and the respective Underwriters to you will be paid by such Underwriters when such Underlying Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you Final Offering Circular and other Selected Dealers as a group or otherwiseDisclosure Package.

Offering of Securities. We understand that you will notify us when the public offering of the Securities is to be made and of the initial public offering price. We hereby authorize you to fix the concession to dealers and the reallowance to dealers and in your sole discretion after the public offering to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Securities for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be on our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter) such of our Securities as you in your sole discretion shall determine. Any such offering to Selected Dealers may be made pursuant to a Selling Agreement, in the form attached hereto as Exhibit B, or otherwise , as you may determine. The form of Selling Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Securities from or to any Selected Dealers or Underwriters at the public offering price less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the public offering price less all or any of the concession. We understand that you will notify each Underwriter promptly upon the release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and retail purchasers. Securities not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Securities reserved for sale to Selected Dealers and retail purchasers any Securities retained by an Underwriter remaining unsold. We agree to notify you from time to time upon request of the amount of our Securities retained by us remaining unsold. If all the Securities reserved for offering to Selected Dealers and retail purchasers are not promptly sold by you, any Underwriter may from time to time, with your consent, obtain a release of all or any Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold, or, if sold, have not been paid for at any time prior to the termination of this Agreement may, in your discretion or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes only, but such Securities shall remain subject to redelivery to you upon demand for disposition by you until this Agreement is terminated. We agree that in connection with sales and offers to sell the Securities, if any, made by us outside the United States or its territories or possessions, (a) In respect of any Offering, we will inform you of furnish to each person to whom any Selling Concession and Reallowance, if any. The Offering of Securities such offer or sale is made subject such Prospectus, advertisement or other offering document containing information relating to the conditions Securities or the Company as may be required under the laws of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current Preliminary Prospectus and to each person to whom any such sale is made a copy of the Prospectus referred to in the prospectusUnderwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any Prospectus, offering memorandum, advertisement or offering circular or similar other offering document related (other than any such preliminary Prospectus or Prospectus) furnished by us to any person in accordance with the Offering preceding sentence and to the terms and conditions set forth in any Wire. After the initial Offering has commencedall such additional offering material, if any, as we may change the Offering Price, the Selling Concession and the Reallowance (if any) furnish to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed any person (i) shall comply in all respects with the laws of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expense, and (iii) shall not contain information relating to the Securities or the Company which is inconsistent in any respect with information contained in the case of Offerings of Securities that are not exempted securities then current Preliminary Prospectus or in the Prospectus (as defined in Section 3(a)(12) of then amended or supplemented if the 1934 ActCompany shall have furnished any amendments or supplements thereto), as consideration for services rendered in distribution to Dealers who are either members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) who agree to abide by the applicable rules of FINRA or non-U.S. banks, brokers, dealers or other non-U.S. institutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) in the case may be. We recognize the importance of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in a broad distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that are Banks (as defined in Section 10 hereof) and represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks set forth in Section 10 hereof. (b) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by among bona fide investors and we agree to use our best efforts to obtain such broad distribution and to that end, to the respective Underwriters extent we deem practicable, to you give priority to small orders. We agree that we will be paid by such Underwriters when such not sell to any account over which we exercised discretionary authority any of the Securities are delivered which we have agreed to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than purchase pursuant to the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwiseUnderwriting Agreement.

Offering of Securities. (aA) In respect of any Offering, we will inform you of any Selling Concession and Reallowance, if any. The Offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price not in excess of such Reallowance may be allowed (i) in the case of Offerings of Securities that are not exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution to Dealers who are actually engaged in the investment banking or securities business and who are either members in good standing of the Financial Industry Regulatory Authority, Inc. Authority (“"FINRA”") who agree to abide by the applicable rules of FINRA or non-U.S. nonU.S. banks, brokers, dealers or other non-U.S. institutions ox xxxxxxutions not eligible for membership in FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to non-U.S. banks, dealers and other non-U.S. institutions set forth in Section 10 hereof, or (ii) in the case of Offerings of Securities that are exempted securities (as defined in Section 3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers that who are Banks (as defined in Section 10 hereof) and domestic banks which are not members of FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to Banks domestic banks set forth in Section 10 hereof. (bB) No expenses will be charged to Selected Dealers. A single transfer tax upon the sale of the Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise.