THE DEPOSITORY TRUST COMPANY.
NO LATER THAN TWO (2) BUSINESS DAYS AFTER THE
EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL
DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH
THE SHARES BEING PURCHASED BY SUCH INVESTOR ARE MAINTAINED, WHICH BROKER/DEALER
SHALL BE A DTC PARTICIPANT, TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN ("DWAC")
INSTRUCTING MELLON INVESTOR SERVICES LLC, THE COMPANY'S TRANSFER AGENT, TO
CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES BY MEANS OF AN ELECTRONIC
BOOK-ENTRY DELIVERY.
SUCH DWAC SHALL INDICATE THE SETTLEMENT DATE FOR THE
DEPOSIT OF THE SHARES, WHICH DATE SHALL BE PROVIDED TO THE INVESTOR BY THE
PLACEMENT AGENTS.
SIMULTANEOUSLY WITH THE DELIVERY TO THE COMPANY BY THE
INVESTOR OF THE FUNDS PURSUANT TO SECTION 3.3 ABOVE, THE COMPANY SHALL DIRECT
ITS TRANSFER AGENT TO CREDIT THE INVESTOR'S ACCOUNT OR ACCOUNTS WITH THE SHARES
PURSUANT TO THE INFORMATION CONTAINED IN THE DWAC.
4.
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE INVESTOR.
4.1
THE INVESTOR REPRESENTS AND WARRANTS TO, AND
COVENANTS WITH, THE COMPANY THAT (A) THE INVESTOR HAS ANSWERED ALL QUESTIONS ON
THE SIGNATURE PAGE AND THE INVESTOR QUESTIONNAIRE FOR USE IN PREPARATION OF THE
PROSPECTUS SUPPLEMENT AND THE ANSWERS THERETO ARE TRUE AND CORRECT AS OF THE
DATE HEREOF AND WILL BE TRUE AND CORRECT AS OF THE CLOSING DATE AND (B) THE
INVESTOR, IN CONNECTION WITH ITS DECISION TO PURCHASE THE NUMBER OF UNITS SET
FORTH ON THE SIGNATURE PAGE, IS RELYING ONLY UPON THE DISCLOSURE PACKAGE AND THE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONTAINED HEREIN AND THE PLACEMENT
AGREEMENT.
4.2
THE INVESTOR ACKNOWLEDGES, REPRESENTS AND
AGREES THAT NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION OUTSIDE THE
UNITED STATES BY THE COMPANY OR THE PLACEMENT AGENT THAT WOULD PERMIT AN
OFFERING OF THE UNITS, OR POSSESSION OR DISTRIBUTION OF OFFERING MATERIALS IN
CONNECTION WITH THE ISSUE OF THE UNITS IN ANY JURISDICTION OUTSIDE THE UNITED
STATES WHERE ACTION FOR THAT PURPOSE IS REQUIRED.
EACH INVESTOR OUTSIDE THE
UNITED STATES WILL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN EACH
FOREIGN JURISDICTION IN WHICH IT PURCHASES, OFFERS, SELLS OR DELIVERS UNITS OR
HAS IN ITS POSSESSION OR DISTRIBUTES ANY OFFERING MATERIAL, IN ALL CASES AT ITS
OWN EXPENSE.
THE PLACEMENT AGENT IS NOT AUTHORIZED TO MAKE AND HAVE NOT MADE
ANY REPRESENTATION OR USE OF ANY INFORMATION IN CONNECTION WITH THE ISSUE,
PLACEMENT, PURCHASE AND SALE OF THE UNITS, EXCEPT AS SET FORTH OR INCORPORATED
BY REFERENCE IN THE DISCLOSURE PACKAGE.
4.3
THE INVESTOR FURTHER REPRESENTS AND WARRANTS
TO, AND COVENANTS WITH, THE COMPANY THAT (A) THE INVESTOR HAS FULL RIGHT, POWER,
AUTHORITY AND CAPACITY TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY AND HAS TAKEN ALL NECESSARY ACTION TO AUTHORIZE
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT, AND (B) THIS
AGREEMENT CONSTITUTES A VALID AND BINDING OBLIGATION OF THE INVESTOR ENFORCEABLE
AGAINST THE INVESTOR IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY
BE LIMITED