TO
THE COMPANY'S KNOWLEDGE, ANY SUBSIDIARY TO OR FOR THE BENEFIT OF ANY OF THEIR
RESPECTIVE OFFICERS OR DIRECTORS OR ANY OF THE MEMBERS OF THE FAMILIES OF ANY OF
THEM.
(QQ)
STATUS UNDER THE SECURITIES ACT.
THE COMPANY WAS
NOT AND IS NOT AN INELIGIBLE ISSUER AS DEFINED IN RULE 405 UNDER THE SECURITIES
ACT AT THE TIMES SPECIFIED IN RULES 164 AND 433 UNDER THE ACT IN CONNECTION WITH
THE OFFERING OF THE SHARES.
(RR)
NO MISSTATEMENT OR OMISSION IN AN ISSUER
FREE WRITING PROSPECTUS.
EACH ISSUER FREE WRITING PROSPECTUS, AS DEFINED IN
RULE 405 UNDER THE ACT RELATING TO THE PLACEMENT SHARES (AN "ISSUER FREE WRITING
PROSPECTUS," AND TOGETHER WITH THE PROSPECTUS THE "PRICING DISCLOSURE
MATERIALS"), WHEN CONSIDERED TOGETHER WITH THE PRICING DISCLOSURE MATERIALS AS
OF THE APPLICABLE POINT OF SALE, DID NOT OR WILL NOT CONTAIN AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED, HOWEVER,
THAT THE COMPANY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY
STATEMENT CONTAINED IN ANY ISSUER FREE WRITING PROSPECTUS IN RELIANCE UPON AND
IN CONFORMITY WITH INFORMATION CONCERNING EITHER AGENT AND FURNISHED BY EITHER
AGENT TO THE COMPANY EXPRESSLY FOR USE IN THE ISSUER FREE WRITING PROSPECTUS.
(SS)
CONFORMITY OF ISSUER FREE WRITING PROSPECTUS.
EACH ISSUER FREE WRITING PROSPECTUS CONFORMED OR WILL CONFORM IN ALL MATERIAL
RESPECTS TO THE REQUIREMENTS OF THE ACT ON THE DATE OF FIRST USE, AND THE
COMPANY HAS COMPLIED OR WILL COMPLY WITH ANY FILING REQUIREMENTS APPLICABLE TO
SUCH ISSUER FREE WRITING PROSPECTUS PURSUANT TO THE ACT.
EACH ISSUER FREE
WRITING PROSPECTUS, AS OF ITS ISSUE DATE AND AT ALL SUBSEQUENT TIMES THROUGH THE
COMPLETION OF THE PUBLIC OFFER AND SALE OF THE SHARES, DID NOT, DOES NOT AND
WILL NOT INCLUDE ANY INFORMATION THAT CONFLICTED, CONFLICTS OR WILL CONFLICT
WITH THE INFORMATION CONTAINED IN THE REGISTRATION STATEMENT OR THE PROSPECTUS,
INCLUDING ANY DOCUMENT INCORPORATED BY REFERENCE THEREIN THAT HAS NOT BEEN
SUPERSEDED OR MODIFIED.
THE COMPANY HAS NOT MADE ANY OFFER RELATING TO THE
SHARES THAT WOULD CONSTITUTE AN ISSUER FREE WRITING PROSPECTUS WITHOUT THE PRIOR
WRITTEN CONSENT OF AGENTS.
THE COMPANY HAS RETAINED IN ACCORDANCE WITH THE ACT
ALL ISSUER FREE WRITING PROSPECTUSES THAT WERE NOT REQUIRED TO BE FILED PURSUANT
TO THE ACT.
(TT)
STOCK TRANSFER TAXES.
ON EACH SETTLEMENT
DATE, ALL STOCK TRANSFER OR OTHER TAXES (OTHER THAN INCOME TAXES) WHICH ARE
REQUIRED TO BE PAID IN CONNECTION WITH THE SALE AND TRANSFER OF THE SHARES TO BE
SOLD HEREUNDER WILL BE, OR WILL HAVE BEEN, FULLY PAID OR PROVIDED FOR BY THE
COMPANY AND ALL LAWS IMPOSING SUCH TAXES WILL BE OR WILL HAVE BEEN FULLY
COMPLIED WITH.
15
7.
COVENANTS OF THE COMPANY.
THE COMPANY
COVENANTS AND AGREES WITH AGENTS THAT:
(A)
REGISTRATION STATEMENT AMENDMENTS.
AFTER
THE DATE OF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT WITH THE