THE PROSPECTUS IS NOT YET AVAILABLE
TO PROSPECTIVE PURCHASERS, THE DISCLOSURE PACKAGE), AS AMENDED OR SUPPLEMENTED,
WILL COMPLY WITH LAW.
(G)
CONFLICTING ISSUER FREE WRITING PROSPECTUS.
IF AT ANY TIME
FOLLOWING ISSUANCE OF AN ISSUER FREE WRITING PROSPECTUS THERE OCCURRED OR OCCURS
AN EVENT OR DEVELOPMENT AS A RESULT OF WHICH SUCH ISSUER FREE WRITING PROSPECTUS
CONFLICTED OR WOULD CONFLICT WITH THE INFORMATION CONTAINED IN THE REGISTRATION
STATEMENT RELATING TO THE SHARES OR INCLUDED OR WOULD INCLUDE AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITTED OR WOULD OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES PREVAILING AT THAT SUBSEQUENT TIME, NOT MISLEADING, THE COMPANY
PROMPTLY WILL NOTIFY THE PLACEMENT AGENT AND WILL PROMPTLY AMEND OR SUPPLEMENT,
AT ITS OWN EXPENSE, SUCH ISSUER FREE WRITING PROSPECTUS TO ELIMINATE OR CORRECT
SUCH CONFLICT, UNTRUE STATEMENT OR OMISSION.
(H)
DELIVERY OF COPIES.
THE COMPANY WILL DELIVER PROMPTLY TO THE
PLACEMENT AGENT AND ITS COUNSEL SUCH NUMBER OF THE FOLLOWING DOCUMENTS AS THE
PLACEMENT AGENT SHALL REASONABLY REQUEST:
(I) CONFORMED COPIES OF THE
REGISTRATION STATEMENT AS ORIGINALLY FILED WITH THE COMMISSION AND EACH
AMENDMENT THERETO (IN EACH CASE EXCLUDING EXHIBITS), (II) COPIES OF ANY ISSUER
FREE WRITING PROSPECTUS, (III) DURING THE PROSPECTUS DELIVERY PERIOD, COPIES OF
THE PROSPECTUS (OR ANY AMENDMENTS OR SUPPLEMENTS THERETO); (III) ANY DOCUMENT
INCORPORATED BY REFERENCE IN THE PROSPECTUS (OTHER THAN ANY SUCH DOCUMENT THAT
IS FILED WITH THE COMMISSION ELECTRONICALLY VIA EDGAR OR ANY SUCCESSOR SYSTEM)
AND (IV) ALL CORRESPONDENCE TO AND FROM, AND ALL DOCUMENTS ISSUED TO AND BY, THE
COMMISSION IN CONNECTION WITH THE REGISTRATION OF THE SHARES UNDER THE
SECURITIES ACT.
(I)
BLUE SKY LAWS.
THE COMPANY WILL PROMPTLY TAKE OR CAUSE TO BE
TAKEN, FROM TIME TO TIME, SUCH ACTIONS AS THE PLACEMENT AGENT MAY REASONABLY
REQUEST TO QUALIFY THE SHARES FOR OFFERING AND SALE UNDER THE STATE SECURITIES,
OR BLUE SKY, LAWS OF SUCH STATES OR OTHER JURISDICTIONS AS THE PLACEMENT AGENT
MAY REASONABLY REQUEST AND TO MAINTAIN SUCH QUALIFICATIONS IN EFFECT SO LONG AS
THE PLACEMENT AGENT MAY REQUEST FOR THE DISTRIBUTION OF THE SHARES, PROVIDED,
THAT IN NO EVENT SHALL THE COMPANY BE OBLIGATED TO QUALIFY AS A FOREIGN
CORPORATION IN ANY JURISDICTION IN WHICH IT IS NOT SO QUALIFIED OR TO FILE A
GENERAL CONSENT TO SERVICE OF PROCESS IN ANY JURISDICTION OR SUBJECT ITSELF TO
TAXATION AS DOING BUSINESS IN ANY JURISDICTION.
THE COMPANY WILL ADVISE THE
PLACEMENT AGENT PROMPTLY OF THE SUSPENSION OF THE QUALIFICATION OR REGISTRATION
OF (OR ANY EXEMPTION RELATING TO) THE SHARES FOR OFFERING, SALE OR TRADING IN
ANY JURISDICTION OR ANY INITIATION OR THREAT OF ANY PROCEEDING FOR ANY SUCH
PURPOSE, AND IN THE EVENT OF THE ISSUANCE OF ANY ORDER SUSPENDING SUCH
QUALIFICATION, REGISTRATION OR EXEMPTION, THE COMPANY SHALL USE ITS BEST EFFORTS
TO OBTAIN THE WITHDRAWAL THEREOF AT THE EARLIEST POSSIBLE MOMENT.
(J)
EARNINGS STATEMENT.
AS SOON AS PRACTICABLE, BUT IN ANY
EVENT NOT LATER THAN 15 MONTHS AFTER THE