BE FILED BY THE COMPANY
WITH THE COMMISSION PURSUANT TO SECTION 13(A), 13(C), 14 OR 15(D) OF THE
EXCHANGE ACT SUBSEQUENT TO THE DATE OF THE PROSPECTUS AND DURING SUCH PERIOD AS
THE PROSPECTUS WOULD BE REQUIRED BY LAW TO BE DELIVERED
(WHETHER PHYSICALLY OR
THROUGH COMPLIANCE WITH RULE 172 UNDER THE SECURITIES ACT OR ANY SIMILAR RULE)
(THE "PROSPECTUS DELIVERY PERIOD"), AND (IV) FURNISH COPIES OF EACH ISSUER FREE
WRITING PROSPECTUS, IF ANY, (TO THE EXTENT NOT PREVIOUSLY DELIVERED) TO THE
PLACEMENT AGENT PRIOR TO 10:00 A.M. PACIFIC DAYLIGHT TIME, ON THE BUSINESS DAY
NEXT SUCCEEDING THE DATE OF THIS AGREEMENT IN SUCH QUANTITIES AS THE PLACEMENT
AGENT SHALL REASONABLY REQUEST.
(B)
ABBREVIATED REGISTRATION STATEMENT.
IF THE COMPANY ELECTS TO RELY
UPON RULE 462(B) UNDER THE SECURITIES ACT, THE COMPANY SHALL FILE A REGISTRATION
STATEMENT UNDER RULE 462(B) WITH THE COMMISSION IN COMPLIANCE WITH RULE 462(B)
BY 8:00 A.M., EASTERN DAYLIGHT TIME, ON THE BUSINESS DAY NEXT SUCCEEDING THE
DATE OF THIS AGREEMENT, AND THE COMPANY SHALL AT THE TIME OF FILING EITHER PAY
TO THE COMMISSION THE FILING FEE FOR SUCH RULE 462(B) REGISTRATION STATEMENT OR
GIVE IRREVOCABLE INSTRUCTIONS FOR THE PAYMENT OF SUCH FEE PURSUANT TO THE RULES
AND REGULATIONS.
13
(C)
AMENDMENTS OR SUPPLEMENTS.
THE COMPANY WILL NOT, DURING THE
PROSPECTUS DELIVERY PERIOD IN CONNECTION WITH THE OFFERING CONTEMPLATED BY THIS
AGREEMENT, FILE ANY AMENDMENT OR SUPPLEMENT TO THE REGISTRATION STATEMENT OR THE
PROSPECTUS UNLESS A COPY THEREOF SHALL FIRST HAVE BEEN SUBMITTED TO THE
PLACEMENT AGENT WITHIN A REASONABLE PERIOD OF TIME PRIOR TO THE FILING THEREOF
AND THE PLACEMENT AGENT SHALL NOT HAVE REASONABLY OBJECTED THERETO IN GOOD
FAITH.
(D)
ISSUER FREE WRITING PROSPECTUSES.
THE COMPANY WILL (I) NOT MAKE
ANY OFFER RELATING TO THE SHARES THAT WOULD CONSTITUTE AN "ISSUER FREE WRITING
PROSPECTUS" (AS DEFINED IN RULE 433) OR THAT WOULD OTHERWISE CONSTITUTE A "FREE
WRITING PROSPECTUS" (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) REQUIRED
TO BE FILED BY THE COMPANY WITH THE COMMISSION UNDER RULE 433 UNDER THE
SECURITIES ACT UNLESS THE PLACEMENT AGENT APPROVES ITS USE IN WRITING PRIOR TO
FIRST USE (EACH, A "PERMITTED FREE WRITING PROSPECTUS"); PROVIDED THAT THE PRIOR
WRITTEN CONSENT OF THE PLACEMENT AGENT HERETO SHALL BE DEEMED TO HAVE BEEN GIVEN
IN RESPECT OF THE ISSUER FREE WRITING PROSPECTUS(ES) INCLUDED IN SCHEDULE II
HERETO, (II) TREAT EACH PERMITTED FREE WRITING PROSPECTUS AS AN ISSUER FREE
WRITING PROSPECTUS, (III) COMPLY WITH THE REQUIREMENTS OF RULES 164 AND 433
UNDER THE SECURITIES ACT APPLICABLE TO ANY ISSUER FREE WRITING PROSPECTUS,
INCLUDING THE REQUIREMENTS RELATING TO TIMELY FILING WITH THE COMMISSION,
LEGENDING AND RECORD KEEPING AND (IV) NOT TAKE ANY ACTION THAT WOULD RESULT IN A
PLACEMENT AGENT OR THE COMPANY BEING REQUIRED TO FILE WITH THE COMMISSION
PURSUANT TO RULE 433(D) UNDER THE SECURITIES ACT A FREE WRITING PROSPECTUS
PREPARED BY OR ON BEHALF OF SUCH PLACEMENT AGENT THAT SUCH PLACEMENT AGENT
OTHERWISE WOULD NOT HAVE BEEN REQUIRED TO FILE THEREUNDER. THE COMPANY WILL
SATISFY