EARLIER THAN THE
CLOSING DATE FOR THE FIRM SECURITIES NOR LATER THAN TEN BUSINESS DAYS AFTER THE
DATE OF SUCH NOTICE.
ON EACH DAY, IF ANY, THAT ADDITIONAL SECURITIES ARE TO BE
PURCHASED (AN "OPTION CLOSING DATE"), EACH INITIAL PURCHASER AGREES, SEVERALLY
AND NOT JOINTLY, TO PURCHASE THE PRINCIPAL AMOUNT OF ADDITIONAL SECURITIES
(SUBJECT TO SUCH ADJUSTMENTS TO ELIMINATE FRACTIONAL SECURITIES AS YOU MAY
DETERMINE) THAT BEARS THE SAME PROPORTION TO THE TOTAL PRINCIPAL AMOUNT OF
ADDITIONAL SECURITIES TO BE PURCHASED ON SUCH OPTION CLOSING DATE AS THE
PRINCIPAL AMOUNT OF FIRM SECURITIES SET FORTH IN SCHEDULE I OPPOSITE THE NAME OF
SUCH INITIAL PURCHASER BEARS TO THE TOTAL PRINCIPAL AMOUNT OF FIRM SECURITIES.
(C)
EACH OF THE INITIAL PURCHASERS, SEVERALLY
AND NOT JOINTLY HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT IT WILL OFFER
THE SECURITIES FOR SALE UPON THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT AND IN THE PRICING DISCLOSURE PACKAGE.
EACH OF THE INITIAL PURCHASERS
HEREBY REPRESENTS AND WARRANTS TO, AND AGREES WITH, THE COMPANY, THAT SUCH
INITIAL PURCHASER: (I) ON THE BASIS OF THE REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF THE COMPANY, IS PURCHASING THE SECURITIES PURSUANT TO A PRIVATE
SALE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT; (II) IS A QIB WITH SUCH
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS ARE NECESSARY IN
ORDER TO EVALUATE THE MERITS AND RISKS OF AN INVESTMENT IN THE SECURITIES; (III)
IN CONNECTION WITH THE EXEMPT RESALES, WILL SOLICIT OFFERS TO BUY THE SECURITIES
ONLY FROM, AND WILL OFFER TO SELL THE SECURITIES ONLY TO, THE ELIGIBLE
PURCHASERS IN ACCORDANCE WITH THIS AGREEMENT AND ON THE TERMS CONTEMPLATED BY
THE PRICING DISCLOSURE PACKAGE; AND (IV) WILL NOT DIRECTLY OR INDIRECTLY OFFER
OR SELL THE SECURITIES, NOR HAS IT OFFERED OR SOLD THE SECURITIES BY, OR
OTHERWISE ENGAGED IN, ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING
(WITHIN THE MEANING OF REGULATION D, INCLUDING, BUT NOT LIMITED TO,
ADVERTISEMENTS, ARTICLES, NOTICES OR OTHER COMMUNICATIONS PUBLISHED IN ANY
NEWSPAPER, MAGAZINE, OR SIMILAR MEDIUM OR BROADCAST OVER TELEVISION OR RADIO, OR
ANY SEMINAR OR MEETING WHOSE ATTENDEES HAVE BEEN INVITED BY ANY GENERAL
SOLICITATION OR GENERAL ADVERTISING).
THE INITIAL PURCHASERS HAVE ADVISED THE
COMPANY THAT THEY
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WILL OFFER THE SECURITIES TO ELIGIBLE PURCHASERS AT A PRICE INITIALLY EQUAL TO
100% OF THE PRINCIPAL AMOUNT THEREOF, PLUS ACCRUED INTEREST, IF ANY, FROM THE
DATE OF ISSUANCE OF THE SECURITIES.
SUCH PRICE MAY BE CHANGED BY THE INITIAL
PURCHASERS AT ANY TIME WITHOUT NOTICE.
(D)
EACH SUCH INITIAL PURCHASER HAS NOT NOR,
PRIOR TO THE LATER TO OCCUR OF (A) THE CLOSING DATE AND (B) COMPLETION OF THE
DISTRIBUTION OF THE SECURITIES, WILL NOT, USE, AUTHORIZE USE OF, REFER TO OR
DISTRIBUTE ANY MATERIAL IN CONNECTION WITH THE OFFERING AND SALE OF THE
SECURITIES OTHER THAN (I) THE PRELIMINARY OFFERING MEMORANDUM, THE PRICING
DISCLOSURE PACKAGE, THE OFFERING MEMORANDUM, (II) ANY WRITTEN COMMUNICATION THAT
CONTAINS NO "ISSUER INFORMATION" (AS DEFINED IN RULE 433(H)(2) UNDER THE ACT)
THAT WAS NOT INCLUDED