Common use of Offering Clause in Contracts

Offering. We will comply with any applicable requirement of the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Offering. We will comply If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the Commission reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall file additional Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the unsold Securities does not exceed 15% of all Securities, you may sell prospectus contained therein is available for use by the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We will comply with any applicable requirement of the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's ’s pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Offering. We will comply If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any applicable requirement of the Securities Act, Staff or the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered Commission as addressed in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts2(e). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Offering. We will comply If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours after the conclusion of any applicable requirement discussions with the Staff and the Commission with respect thereto) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or (iii) reserve such Securities for sale the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities or if the Commission does not permit such Registration Statement to become effective and used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the unsold Commission in accordance with Section 2(c) until such time as all Registrable Securities does not exceed 15% of all Securities, you may sell have been included in Registration Statements that have been declared effective and the unsold Securities Prospectuses contained therein are available for use by the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We will Each purchaser participating in the Offering who is resident in a Qualifying Jurisdiction shall purchase the Offered Units pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Units, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with any applicable requirement of the Securities Act, the Exchange Act Applicable Laws and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions this Agreement (including Underwriters) not eligible for NASD membership who agree Schedule “A” to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to offers and sales of Offered Units in the offering United States). The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis, in connection with the distribution of the SecuritiesOffered Units and the Company shall execute and file with the Securities Commissions all forms, you shall purchase notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws in the Qualifying Jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Units outside of Canada may lawfully occur without the necessity of filing a prospectus or contract any similar document under the Applicable Laws outside of Canada. The Underwriters agree to purchase any offer the Offered Units for sale only in the Qualifying Jurisdictions and to offer the Offered Units to purchasers in the United States only in compliance with Schedule “A” attached hereto, and, subject to the consent of Our Securities sold or loaned directly by usthe Company (acting reasonably), in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess Selling Jurisdictions outside of the concession to dealers Qualifying Jurisdictions or the United States where permitted by and in accordance with respect thereto Applicable Laws and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost applicable securities laws of such purchaseother jurisdictions, including commissionsand provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United States, accrued interest, amortization of original issue discount the Company shall not be required to become registered or dividends file a prospectus or registration statement or similar document in such jurisdictions and transfer taxes on redeliverythe Company will not be subject to any continuous disclosure requirements in such jurisdictions.

Offering. We (a) If the Company issues or sells or authorizes the issuance or sale of any New Securities (as defined in Section 6.3 below) after the date hereof, the Company shall offer to each Clearlake Investor by written notice (a "Subscription Notice") a percentage of such New Securities pro rata based on the relative number of Shares held by such Clearlake Investor as compared to the number of Shares and then-exercisable stock options and warrants outstanding held by all holders of the Company's Shares, stock options and warrants. Each such Clearlake Investor shall be entitled to purchase such New Securities at the most favorable price and on the most favorable terms as such New Securities are to be sold or issued; provided that if a Person participating in such purchase of New Securities is required in connection therewith also to purchase other securities of the Company, the Clearlake Investors exercising their rights pursuant to this Section 6.1 shall also be required to purchase such other securities on substantially the same economic terms and conditions as those on which the offeree of the New Securities is required to purchase such other securities. Each Clearlake Investor participating in such purchase shall also be obligated to execute agreements in the form presented to such Clearlake Investor by the Company, so long as such agreements are substantially similar to those to be executed by the purchasers of New Securities (without taking into consideration any rights which do not entitle such a purchaser to a higher economic return on the New Securities than the economic return to which other Clearlake Investors participating in such transaction will comply be entitled with respect to New Securities). Notwithstanding anything to the contrary contained herein, the Company shall not have any applicable requirement obligation to issue equity securities or to offer to issue any equity securities under this Section 6 to any Clearlake Investor who is not an "accredited investor" as such term is defined in Regulation D of the Securities Act. (b) Each Subscription Notice delivered by the Company to a Clearlake Investor in respect of any proposed issuance or sale of New Securities shall describe in reasonable detail the type, class and number of New Securities being offered, the Exchange Act and any other applicable Federal or state statute purchase price thereof, the payment terms therefor and the rules and regulations thereunderpercentage thereof offered to such holder pursuant to this Section 6. We will make no sales In order to exercise its purchase rights hereunder in respect of any issuance or sale of New Securities until you release us described in a Subscription Notice, a Clearlake Investor must deliver to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this AgreementCompany during the fifteen (15) day period commencing upon such holder's receipt of such Subscription Notice (the "Subscription Period"), a written commitment describing its election hereunder (an "Election Notice"). If we offer Securities outside the United States, its territories or possessions, we will take all action necessary a Clearlake Investor fails for any reason to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior Election Notice to the filing of Company during the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority Subscription Period with respect to that a proposed issuance or sale (discretionary accounts). We will advise you on request of the unsold amount of Our New Securities. You may at any time (i) reserve , such Securities for sale by you for our account, (ii) purchase any such Securities Clearlake Investor shall be deemed to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company have waived its rights pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with Section 6 in respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization issuance or sale of original issue discount or dividends and transfer taxes on redeliveryNew Securities.

Offering. We will comply If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section ‎2‎(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the Commission reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall file additional Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the unsold Securities does not exceed 15% of all Securities, you may sell prospectus contained therein is available for use by the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We 4.1 The Offered Shares shall be offered to the Existing Shareholders in the Rights Offering and the Rump Shares shall be offered in accordance with Recital E and the Underwriting Agreement in the Rump Offering. 4.2 Each Underwriter represents and warrants that it has offered and sold and will offer and sell the New Shares only in compliance with the laws of all relevant jurisdictions. Each Underwriter represents and undertakes in connection with the Offering that it has complied and will comply with any applicable requirement the selling restrictions for the Offering and the other undertakings, all as provided for more specifically in Article 5(3) and Article 5(4) of the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering Underwriting Agreement. 4.3 The Joint Bookrunners will be promptly offered responsible for the placement of the Rump Shares as provided for in conformity Article 4 of the Underwriting Agreement. In connection with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside management of the United StatesRump Shares, its territories or possessions, we will take all action necessary each Underwriter authorizes the Joint Bookrunners to comply with all applicable laws at our own expense and risk. You may reserve for sale, and to sell and deliver for our account to securities dealers selected by them, who may include any of Our Securities the Underwriters, such number as the Joint Bookrunners may determine of the New Shares which make up the Rump Shares. Such sales shall be made for the respective accounts of the Underwriters in such proportions as the Joint Bookrunners may determine. Such sales shall be made at the price determined by the Joint Bookrunners. Each Underwriter authorizes the Joint Bookrunners, on its behalf and as its representatives, to take all such actions as the Joint Bookrunners may deem advisable in respect of all matters pertaining to sales of Rump Shares to dealers, including the right to make variations in the selling arrangements, and, after such Rump Shares are released for sale to the public, to vary from time to time the offering price, concessions to dealers, and other terms of sale of the Rump Shares hereunder and under such selling arrangements. 4.4 The Joint Bookrunners (for themselves and on behalf of the other Underwriters) will be responsible and have the sole discretion for managing the Rump Shares which are not either placed in accordance with paragraph 4.3 above or delivered to sub-underwriters pursuant to sub-underwriting arrangements (the “Stick”) in the manner and for the period determined and agreed by the Joint Bookrunners. The Underwriters authorize the Joint Bookrunners to determine from time to time (a) whether the Stick (i) shall continue to be sold by the Joint Bookrunners for the account of the Underwriters at prices and on the terms as agreed by the Joint Bookrunners, in proportion to the relevant Commitments, or (ii) shall be delivered to the Underwriters; or (b) whether a public or any other offering thereof shall be made, and to fix the terms and conditions (including the offering prices and concessions to dealers) on which any such offering or offerings shall be made. Each Underwriter agrees to offer any Rump Shares retained by or released to such Underwriter (i) to customers, the public at the offering price fixed by the Joint Bookrunners and (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public said offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of such concession as the concession to dealers Joint Bookrunners may determine. The Joint Bookrunners will inform and consult with each other in respect of such activity as required and will provide a daily spreadsheet of positions and the status of the syndicate account. If there is any disagreement among the Joint Bookrunners with respect thereto and credit to management of the position, then joint management of the Stick under this paragraph 4.4 shall terminate. Such period of management of the Stick by the Joint Bookrunners will extend to 30 days following the Second Closing Date unless the Joint Bookrunners determine to extend such amount against period (but not for more than an additional 60 days) in order to maintain an orderly market in the cost thereof Existing Shares. Any Underwriter may opt out of the management of the Stick as provided in this paragraph 4.4 by providing written notice to the Joint Bookrunners. Any Underwriter that elects to opt-out shall not be permitted to sell its portion of the Stick until the earlier of (i) the termination of the Stick management or (iiiii) require us to purchase such Securities at a price equal to 90 days following the total cost Second Closing Date. 4.5 Nothing in this Article 4 shall affect the provisions of such purchase, including commissions, accrued interest, amortization Article 2(4) of original issue discount or dividends and transfer taxes on redeliverythe Underwriting Agreement.

Offering. We will comply with any applicable requirement The Underwriter agree to make a bona fide public offering of all the Bonds initially at prices not in excess of the Securities Actinitial public offering prices as shown in Appendix A hereto. On or prior to the Closing Date, the Exchange Act Underwriter shall provide the District with information regarding the prices at which a representative portion of each maturity of the Bonds were sold to the public, in such form as the District and any other applicable Federal or state statute Bond Counsel may reasonably request, for purposes of determining the yield on the Bonds. Subsequent to the establishment of initial public offering prices for federal tax purposes as determined by Bond Counsel the Underwriter reserve the right to change the public offering prices as they deem necessary in connection with the marketing of the Bonds. The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts); and others at prices lower than the public offering price set forth in Schedule 1 hereto. The District hereby ratifies, approves, and confirms the distribution of this Purchase Contract, the Resolution, the Paying Agent Agreement, and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for Preliminary Official Statement, in connection with the public offering and sale of the Bonds by the Underwriter. The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement, and agrees that it will be promptly offered in conformity provide, consistent with the Prospectus requirements of Municipal Securities Rulemaking Board (“MSRB”) Rule G-32, for the delivery of a copy of the Official Statement to each customer who purchases any Bonds during the order period (as such term is defined in MSRB Rule G-11), and to deliver a copy of the Official Statement to the MSRB, through its Electronic Municipal Market Access, on or Offering Circular before the Closing Date, and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary otherwise to comply with all applicable laws at our own expense statutes and riskregulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and 17 CFR Section 240.15c2-12, promulgated by the Securities and Exchange Commission (“Rule 15c2-12”). You may reserve for saleThe Underwriter hereby agrees that prior to the time the final Official Statement is available, sell the Underwriter will send to any potential purchaser of the Bonds, upon request, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. The District will deliver by electronic means to the Underwriter within seven business days from the date hereof, with so many copies of the Official Statement of the District with respect to the Bonds as the Underwriter shall reasonably request to follow, signed by an authorized District representative, dated as of the date hereof, substantially in the form of the Preliminary Official Statement with such changes thereto as shall be approved by the Representative, which approval shall not be unreasonably withheld. Inasmuch as this purchase and deliver for our account any of Our Securities sale represents a negotiated transaction, the District acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to customersthis Purchase Contract is an arms-length commercial transaction between the District and the Underwriter and that the Underwriter has financial and other interests that differ from those of the District, (ii) to dealers (including Underwriters) who are members of the NASD Underwriter is acting solely as a principal and agree to comply with the terms of Section 16 below and (iii) to foreign dealers is not acting as a municipal advisor, financial advisor or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior fiduciary to the filing of the Registration Statement, subject District or any other person or entity and has not assumed any advisory or fiduciary responsibility to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement District with respect to the offering transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the SecuritiesUnderwriter has provided other services or is currently providing other services to the District on other matters), you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal the only obligations the Underwriter has to the total cost District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Contract, except as otherwise provided by applicable rules and regulations of such purchasethe SEC or the rules of the MSRB, including commissionsand (iv) the District has consulted its own legal, accrued interestaccounting, amortization tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The District acknowledges that it has previously provided the Underwriter with an acknowledgement of original issue discount or dividends and transfer taxes on redeliveryreceipt of the required Underwriter disclosure under rule G-17 of the MSRB.

Offering. We will comply If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the Commission reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contractsthis paragraph, the Company shall file additional Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. If Notwithstanding any provision herein or in the total Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the unsold Securities does not exceed 15% of all Securities, you may sell Commission or the unsold Securities for the Underwriters Staff as you determine. If prior to the termination of addressed in this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliverySection 2(f).

Offering. We will comply If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours after the conclusion of any applicable requirement discussions with the Staff or Commission with respect thereto) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or (iii) reserve such Securities for sale the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities or if the Commission does not permit such Registration Statement to become effective and used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the unsold Commission in accordance with Section 2(c) until such time as all Registrable Securities does not exceed 15% of all Securities, you may sell have been included in Registration Statements that have been declared effective and the unsold Securities Prospectuses contained therein are available for use by the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We The Units will comply with any applicable requirement be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Act. The Company has prepared a preliminary offering memorandum, dated February 5, 1998 (the "Preliminary Offering Memorandum"), and a final offering memorandum, dated February 23, 1998 (the "Offering Memorandum"), relating to the Company, the Units, the Notes and the Warrants. The Initial Purchasers have advised the Company that the Initial Purchasers will make offers (the "Exempt Resales") of the Securities ActUnits on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Exchange Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs") and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities (ii) non-U.S. persons outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities States in reliance upon Regulation S (i"Regulation S") to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act (each, a "Regulation S Investor"). The QIBs and issued by a company that was not, immediately prior the Regulation S Investors are collectively referred to herein as the filing of "Eligible Purchasers." The Initial Purchasers will offer the Registration Statement, subject Units to such Eligible Purchasers initially at the requirements of Section 13(a) or 15(dprice set forth herein. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Exchange Act, we agree that unless otherwise advised by you and disclosed Notes will have the registration rights set forth in the Prospectus we will not make sales registration rights agreement relating thereto (the "Registration Rights Agreement") in the form agreed to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company and the Initial Purchasers, and holders (including subsequent transferees) of the Warrants will have the registration rights set forth in the registration rights agreement relating thereto (the "Warrant Registration Rights Agreement"), in each case, to be dated the Closing Date, in the form agreed to by the Company and the Initial Purchasers, for so long as such Notes, Warrants or any Warrant Shares constitute "Transfer Restricted Securities" (as defined in each such agreement, respectively). Pursuant to the Registration Rights Agreement, the Company The Company will use a portion of the net proceeds from the sale of the Units to purchase a portfolio of Government Securities pursuant to Delayed Delivery Contracts. If the total Pledge Agreement (the "Pledged Securities") in an amount sufficient to provide for payment in full of the unsold first four scheduled interest payments due on the Notes. The Pledged Securities does not exceed 15% of all Securities, you may sell the unsold Securities will be pledged as security for the Underwriters as you determine. If prior benefit of the Initial Purchasers and other holders of the Notes (including subsequent transferees) pursuant to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by usPledge Agreement, in your discretion you may (i) sell for our account the Securities so purchased form agreed to by the Company and debit or credit our account for the loss or profit resulting from such saleInitial Purchasers. This Agreement, (ii) charge our account with an amount not in excess of the concession Notes, the Units, the Warrant Agreement, the Warrant Shares, the Indenture and the Registration Rights Agreements, are hereinafter sometimes referred to dealers with respect thereto and credit such amount against collectively as the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery"Operative Documents."

Offering. We (a) If the Company issues or sells or authorizes the issuance or sale of any New Securities (as defined in Section 6.3 below) after the date hereof, the Company shall offer to each Sponsor by written notice (a "Subscription Notice") a percentage of such New Securities pro rata based on the relative number of Shares held by such Sponsor as compared to the number of Shares and then-exercisable stock options and warrants outstanding held by all holders of the Company's Shares, stock options and warrants. Each such Sponsor shall be entitled to purchase such New Securities at the most favorable price and on the most favorable terms as such New Securities are to be sold or issued; provided that if a Person participating in such purchase of New Securities is required in connection therewith also to purchase other securities of the Company, the Sponsors exercising their rights pursuant to this Section 6.1 shall also be required to purchase such other securities on substantially the same economic terms and conditions as those on which the offeree of the New Securities is required to purchase such other securities. Each Sponsor participating in such purchase shall also be obligated to execute agreements in the form presented to such Sponsor by the Company, so long as such agreements are substantially similar to those to be executed by the purchasers of New Securities (without taking into consideration any rights which do not entitle such a purchaser to a higher economic return on the New Securities than the economic return to which other Sponsors participating in such transaction will comply be entitled with respect to New Securities). Notwithstanding anything to the contrary contained herein, the Company shall not have any applicable requirement obligation to issue equity securities or to offer to issue any equity securities under this Section 6 to any Sponsor who is not an "accredited investor" as such term is defined in Regulation D of the Securities Act. (b) Each Subscription Notice delivered by the Company to a Sponsor in respect of any proposed issuance or sale of New Securities shall describe in reasonable detail the type, class and number of New Securities being offered, the Exchange Act and any other applicable Federal or state statute purchase price thereof, the payment terms therefor and the rules and regulations thereunderpercentage thereof offered to such holder pursuant to this Section 6. We will make no sales In order to exercise its purchase rights hereunder in respect of any issuance or sale of New Securities until you release us described in a Subscription Notice, a Sponsor must deliver to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this AgreementCompany during the fifteen (15) day period commencing upon such holder's receipt of such Subscription Notice (the "Subscription Period"), a written commitment describing its election hereunder (an "Election Notice"). If we offer Securities outside the United States, its territories or possessions, we will take all action necessary a Sponsor fails for any reason to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior Election Notice to the filing of Company during the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority Subscription Period with respect to that a proposed issuance or sale (discretionary accounts). We will advise you on request of the unsold amount of Our New Securities. You may at any time (i) reserve , such Securities for sale by you for our account, (ii) purchase any such Securities Sponsor shall be deemed to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company have waived its rights pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with Section 6 in respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization issuance or sale of original issue discount or dividends and transfer taxes on redeliveryNew Securities.

Offering. We will comply with any applicable requirement (a) The Representative, on behalf of the Securities ActUnderwriters, hereby certifies that the Underwriters have made a bona fide public offering of all the Bonds as of the date hereof at the prices or yields shown in the table attached to Appendix A hereto. On or prior to the Closing Date, the Exchange Act Underwriters shall provide the District with information regarding the prices or yields at which a representative portion (the first price at which at least 10%) of each maturity of the Bonds were sold to the public, in such form as the District may reasonably request, for purposes of determining the yield on the Bonds. Subsequent to such initial public offering, the Underwriters reserve the right to change such initial public offering prices or yields as they deem necessary in connection with the marketing of the Bonds; provided that the Underwriters shall not change the interest rates on the Bonds set forth in Appendix A. The Bonds may be offered and any other applicable Federal or state statute sold to certain dealers at prices lower than such initial public offering prices. (b) The District hereby ratifies, approves and confirms the distribution of this Purchase Agreement, the Resolution, the Paying Agent Agreement, the Continuing Disclosure Certificate (as defined herein) and the rules and regulations thereunder. We will make no sales Preliminary Official Statement of Securities until you release us the District with respect to do so. Any Securities released to us for the Bonds, in connection with the public offering and sale of the Bonds by the Underwriters. (c) The Underwriters hereby represent that they have received and reviewed the Preliminary Official Statement, and hereby agree that they will be promptly offered in conformity provide, consistent with the Prospectus requirements of MSRB Rule G-32, for the delivery of a copy of the final Official Statement describing the Bonds, dated the date hereof (the “Official Statement”), to each customer who purchases any Bonds during the underwriting period (as such term is defined in MSRB Rule G- 11), and to deliver a copy of the Official Statement to the MSRB on or Offering Circular before the Closing Date (as defined herein), and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary otherwise to comply with all applicable laws at our own expense statutes and risk. You may reserve for sale, sell regulations in connection with the offering and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members sale of the NASD Bonds, including, without limitation, MSRB Rule G-32 and agree to comply with 17 CFR Section 240.15c2-12, promulgated by the terms of Section 16 below Securities and Exchange Commission (iii“Rule 15c2- 12”). (d) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us Delivery of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you Official Statement to us for direct sale, in which event the amount of Securities so reserved Underwriters shall be correspondingly reduced. We will obtain an agreement containing construed as a representation of the representations District that the District has reviewed and approved such Official Statement and authorizes the distribution thereof in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities electronic form. (e) The Underwriters hereby agree that are registered under the Act and issued by a company that was not, immediately prior to the filing time the Official Statement is available, the Underwriters will send to any potential purchaser of the Registration Bonds, upon request, a copy of the most recent Preliminary Official Statement, subject . Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. (f) The District will deliver a copy of the Official Statement by electronic means to the requirements of Section 13(a) or 15(d) Underwriters within seven business days from the date hereof, signed by an Authorized District Representative, substantially in the form of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority Preliminary Official Statement with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale changes thereto as shall be approved by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does Underwriters, which approval shall not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliverybe unreasonably withheld.

Offering. We (1) The Offered Shares shall be offered to the Existing Shareholders in the Rights Offering and the Rump Shares shall be offered in accordance with Recital (E) and the Underwriting Agreement in the Rump Offering. (2) Each Underwriter represents and warrants that it has offered and sold and will offer and sell the New Shares only in compliance with the laws of all relevant jurisdictions. Each Underwriter represents and undertakes in connection with the Offering that it has complied and will comply with any applicable requirement the selling restrictions for the Offering and the other undertakings, all as provided for more specifically in Article 5(3) and Article 5(4) of the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering Underwriting Agreement. (3) The Joint Bookrunners will be promptly offered responsible for the placement of the Rump Shares as provided for in conformity Article 4 of the Underwriting Agreement. In connection with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside management of the United StatesRump Shares, its territories or possessions, we will take all action necessary each Underwriter authorizes the Joint Bookrunners to comply with all applicable laws at our own expense and risk. You may reserve for sale, and to sell and deliver for our account to securities dealers selected by them, who may include any of Our Securities the Underwriters, such number as the Joint Bookrunners may determine of the New Shares which make up the Rump Shares. Such sales shall be made for the respective accounts of the Underwriters in such proportions as the Joint Bookrunners may determine. Such sales shall be made at the price determined by the Joint Bookrunners. Each Underwriter authorizes the Joint Bookrunners, on its behalf and as its representatives, to take all such actions as the Joint Bookrunners may deem advisable in respect of all matters pertaining to sales of Rump Shares to dealers, including the right to make variations in the selling arrangements, and, after such Rump Shares are released for sale to the public, to vary from time to time the offering price, concessions to dealers, and other terms of sale of the Rump Shares hereunder and under such selling arrangements. (4) The Joint Bookrunners (for themselves and on behalf of the other Underwriters) will be responsible and have the sole discretion for managing the Rump Shares which are not either placed in accordance with Article 4(3) above or delivered to sub-underwriters pursuant to sub-underwriting arrangements (the “Stick”) in the manner and for the period determined and agreed by the Joint Bookrunners. The Underwriters authorize the Joint Bookrunners to determine from time to time (a) whether the Stick (i) shall continue to be sold by the Joint Bookrunners for the account of the Underwriters at prices and on the terms as agreed by the Joint Bookrunners, in proportion to the relevant Commitments, or (ii) shall be delivered to the Underwriters; or (b) whether a public or any other offering thereof shall be made, and to fix the terms and conditions (including the offering prices and concessions to dealers) on which any such offering or offerings shall be made. Each Underwriter agrees to offer any Rump Shares retained by or released to such Underwriter (i) to customers, the public at the offering price fixed by the Joint Bookrunners and (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public said offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of such concession as the concession to dealers Joint Bookrunners may determine. The Joint Bookrunners will inform and consult with each other in respect of such activity as required and will provide a daily spreadsheet of positions and the status of the syndicate account. If there is any disagreement among the Joint Bookrunners with respect thereto and credit to management of the position, then joint management of the Stick under this Article 4(4) shall terminate. Such period of management of the Stick by the Joint Bookrunners will extend to 30 days following the Second Closing Date unless the Joint Bookrunners determine to extend such amount against period (but not for more than an additional 60 days) in order to maintain an orderly market in the cost thereof Existing Shares. Any Underwriter may opt out of the management of the Stick as provided in this Article 4(4) by providing written notice to the Joint Bookrunners. Any Underwriter that elects to opt-out shall not be permitted to sell its portion of the Stick until the earlier of (i) the termination of the Stick management or (iiiii) require us to purchase such Securities at a price equal to 90 days following the total cost Second Closing Date. (5) Nothing in this Article 4 shall affect the provisions of such purchase, including commissions, accrued interest, amortization Article 2(4) of original issue discount or dividends and transfer taxes on redeliverythe Underwriting Agreement (No Acting in Concert).

Offering. We (1) The Offered Shares shall be offered to the Existing Shareholders in the Rights Offering and the Rump Shares shall be offered in accordance with Recital (F) and the Underwriting Agreement in the Rump Offering. (2) Each Underwriter represents and warrants that it has offered and sold and will offer and sell the New Shares only in compliance with the laws of all relevant jurisdictions. Each Underwriter represents and undertakes in connection with the Offering that it has complied and will comply with any applicable requirement the selling restrictions for the Offering and the other undertakings, all as provided for more specifically in Article 5(3) and Article 5(4) of the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering Underwriting Agreement. (3) The Joint Bookrunners will be promptly offered responsible for the placement of the Rump Shares as provided for in conformity Article 4 of the Underwriting Agreement. In connection with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside management of the United StatesRump Shares, its territories or possessions, we will take all action necessary each Underwriter authorizes the Joint Bookrunners to comply with all applicable laws at our own expense and risk. You may reserve for sale, and to sell and deliver for our account to securities dealers selected by them, who may include any of Our Securities the Underwriters, such number as the Joint Bookrunners may determine of the New Shares which make up the Rump Shares. Such sales shall be made for the respective accounts of the Underwriters in such proportions as the Joint Bookrunners may determine. Such sales shall be made at the price determined by the Joint Bookrunners. Each Underwriter authorizes the Joint Bookrunners, on its behalf and as its representatives, to take all such actions as the Joint Bookrunners may deem advisable in respect of all matters pertaining to sales of Rump Shares to dealers, including the right to make variations in the selling arrangements, and, after such Rump Shares are released for sale to the public, to vary from time to time the offering price, concessions to dealers, and other terms of sale of the Rump Shares hereunder and under such selling arrangements. (4) The Joint Bookrunners (for themselves and on behalf of the other Underwriters) will be responsible and have the sole discretion for managing the Rump Shares which are not either placed in accordance with Article 4(3) above or delivered to sub-underwriters pursuant to sub-underwriting arrangements (the “Stick”) in the manner and for the period determined and agreed by the Joint Bookrunners. The Underwriters authorize the Joint Bookrunners to determine from time to time (a) whether the Stick (i) shall continue to be sold by the Joint Bookrunners for the account of the Underwriters at prices and on the terms as agreed by the Joint Bookrunners, in proportion to the relevant Commitments, or (ii) shall be delivered to the Underwriters; or (b) whether a public or any other offering thereof shall be made, and to fix the terms and conditions (including the offering prices and concessions to dealers) on which any such offering or offerings shall be made. Each Underwriter agrees to offer any Rump Shares retained by or released to such Underwriter (i) to customers, the public at the offering price fixed by the Joint Bookrunners and (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public said offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of such concession as the concession to dealers Joint Bookrunners may determine. The Joint Bookrunners will inform and consult with each other in respect of such activity as required and will provide a daily spreadsheet of positions and the status of the syndicate account. If there is any disagreement among the Joint Bookrunners with respect thereto and credit to management of the position, then joint management of the Stick under this Article 4(4) shall terminate. Such period of management of the Stick by the Joint Bookrunners will extend to 30 days following the Second Closing Date unless the Joint Bookrunners determine to extend such amount against period (but not for more than an additional 60 days) in order to maintain an orderly market in the cost thereof Existing Shares. Any Underwriter may opt out of the management of the Stick as provided in this Article 4(4) by providing written notice to the Joint Bookrunners. Any Underwriter that elects to opt-out shall not be permitted to sell its portion of the Stick until the earlier of (i) the termination of the Stick management or (iiiii) require us to purchase such Securities at a price equal to 90 days following the total cost Second Closing Date. (5) Nothing in this Article 4 shall affect the provisions of such purchase, including commissions, accrued interest, amortization Article 2(4) of original issue discount or dividends and transfer taxes on redeliverythe Underwriting Agreement (No Acting in Concert).

Offering. We will comply with If at any applicable requirement time the Commission takes the position that the offering of some or all of the Registrable Securities Act, in any Registration Statement is not eligible to be made on a delayed or continuous basis under the Exchange provisions of Rule 415 under the Securities Act and any other applicable Federal or state statute and requires the rules and regulations thereunder. We will make no sales of Securities until you release us Holders to do so. Any Securities released to us for public offering will be promptly offered in conformity with named as “underwriters,” the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities Company shall (i) to customers, promptly notify the Holders and (ii) make commercially reasonable efforts to dealers (including Underwriters) who are members persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the NASD issuer” as defined in Rule 415 and agree that the Holders are not an “underwriter.” The Holders shall have the right to comply have Legal Counsel, at the Holders’ expense, to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Staff regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the Holders or Legal Counsel reasonably objects. In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 16 below and 2.6, the Commission refuses to alter its position, the Company shall (iiii) to foreign dealers or other institutions remove from such Registration Statement such portion of the Registrable Securities and/or (including Underwritersii) not eligible for NASD membership who agree to comply with such restrictions and limitations on the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, registration and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us resale of the amount of Our Registrable Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold as the Commission may be released by you require to us for direct sale, in which event assure the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection Company’s compliance with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) Rule 415; provided, however, that the Company shall not name any Holders as “underwriters” in such Registration Statement without the prior written consent of the Exchange ActHolders (provided that, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales event any Holders withhold such consent, the Company shall have no obligation hereunder to include any account over which we exercise discretionary authority with respect Registrable Securities in any Registration Statement covering the resale thereof until such time as the Commission no longer requires the Holders to that sale (discretionary accountsbe named as “underwriters” in such Registration Statement or the Holders otherwise consent in writing to being so named). We will advise you on request In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2.4 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Holders. Notwithstanding any provision herein or in the Investment Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Holders’ obligations) shall be qualified to the extent necessary to comport with any requirement of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for Staff or the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryCommission.

Offering. We will comply If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section ‎2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the Commission reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall file additional Registration Statements in accordance with Section ‎2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the unsold Securities does not exceed 15% of all Securities, you may sell prospectus contained therein is available for use by the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We will comply with If the Company issues or sells or authorizes the issuance or sale of any applicable requirement of the New Securities Act(as defined below), the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales Company shall offer to each Stockholder a portion of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our such New Securities (i) to customersand if more than one class of securities is included in the New Securities, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us then a portion of the amount of Our Securities which we will retain for direct sale. Any Securities reserved each such class of securities included in the New Securities) equal to the quotient determined by you for sale for our account but not sold may be released dividing (A) the number of shares of Common Stock on a Fully Diluted Basis held by you to us for direct salesuch Stockholder, by (B) the aggregate amount of shares of Common Stock on a Fully Diluted Basis, in which event each case determined before giving effect to the amount issuance of Securities so reserved New Securities. Each such Stockholder shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us entitled to purchase such New Securities at the most favorable price and on the most favorable economic terms as such New Securities are offered and sold; provided that if a price equal Person participating in such purchase of New Securities is required in connection therewith also to purchase other securities of the total cost Company, each Stockholder exercising its rights pursuant to this Section shall also be required to purchase such other securities on the same economic terms and conditions as those on which the offeree or purchaser of the New Securities is or was required to purchase such other securities (e.g., such holder shall be required to purchase the same types and classes of other securities, in the same proportions relative to their purchases of New Securities and at the same unit prices). For example, if the Company offers to sell shares of Common Stock and requires that, as part of such purchase, the offeree of such Common Stock must also purchase shares of Company preferred stock, each Stockholder exercising rights to purchase shares of Common Stock pursuant to this Section 4A would be obligated also to purchase the corresponding proportionate amount of Company preferred stock at the same price per share reflected in the Company's offer. Each Stockholder participating in such purchase shall also be obligated to execute agreements in the form presented to such holder by the Company, so long as such agreements (including commissions, accrued interest, amortization any representations or warranties contained therein) are substantially similar to those to be or previously executed by other purchasers of original issue discount or dividends New Securities (without taking into consideration any rights which do not entitle such other purchaser(s) to a higher economic return on the New Securities than the economic return to which the Stockholders exercising rights pursuant to this Section 4A and thereby participating in such transaction will be entitled with respect to New Securities). The purchase price for all New Securities offered to each Stockholder shall be payable in cash by wire transfer taxes on redeliveryof immediately available funds to an account designated by the Company.

Offering. We If the Staff or the Commission seeks to prevent the Company from including any or all of the Registrable Securities proposed to be registered under a Registration Statement due to limitations on the use of Rule 415 , or if after the filing of any Registration Statement, or any Prospectus or Prospectus Supplement, pursuant to Section 2 (a) or Section 2 (c) , the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom), to no more than the maximum number of securities as is permitted to be registered by the Commission until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid . Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor of Registrable Securities on a delayed or continuous basis under Rule 415 at then - prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act . In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially 508674188.3 ACTIVE 703767377v5 5 reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2 (c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor . (f) Any Registrable Security shall cease to be a “Registrable Security” at the earliest of the following : (i) when a Registration Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective Registration Statement by the Investor ; (ii) when such Registrable Security is held by the Company or one of its Subsidiaries ; (iii) such securities are sold by the Investor under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are met and (iv) such securities become eligible for sale pursuant to Rule 144 without volume or manner - of - sale restrictions, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (c) or Rule 144 (i)( 2 ) thereunder . 3. Related Obligations . For the duration of the Registration Period, the Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the Company shall have the following obligations : (a) Following the Execution Date, the Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant to Section 2 (a ) hereof and one or more New Registration Statements pursuant to Section 2 (c) hereof with respect to the Registrable Securities, and the Company shall use its commercially reasonable efforts to cause each such Registration Statement to become effective as soon as practicable after such filing . Subject to Allowable Grace Periods, the Company shall use its commercially reasonable efforts to keep each Registration Statement effective (and the Prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investor of Registrable Securities on a continuous basis at then - prevailing market prices (and not fixed prices) at all times until the earlier of (i) the date on which the Investor shall have sold all of the Registrable Securities covered by such Registration Statement, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registrable Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after the date of termination of the Purchase Agreement) and (iii) all such securities cease to be Registrable Securities pursuant to Section 2 (f)(iii) or Section 2 (f)(iv) (the “ Registration Period ”) . Notwithstanding anything to the contrary contained in this Agreement (but subject to the provisions of Section 3 (o) hereof), the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the Prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain any 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 the case of Prospectuses, in light of the circumstances in which they were made) not misleading . The Company shall submit to the Commission, as soon as reasonably practicable after the date that the Company learns that no review of a particular Registration Statement will comply be made by the Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be), a request for acceleration of effectiveness of such Registration Statement to a time and date as soon as reasonably practicable in accordance with any applicable requirement Rule 461 under the Securities Act . 508674188.3 ACTIVE 703767377v5 6 (b) Subject to Section 3 (o) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission such amendments (including, without limitation, post - effective amendments) and supplements to each Registration Statement and the Prospectus used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein current and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor as set forth in such Registration Statement . Without limiting the generality of the foregoing, the Company covenants and agrees that (i) on the second ( 2 nd ) Business Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post - effective amendment thereto), the Company shall file with the Commission in accordance with Rule 424 (b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (or post - effective amendment thereto), and (ii) if the transactions contemplated by any Purchase Notice are material to the Company (individually or collectively with all other prior Purchase Notices, the consummation of which have not previously been reported in any Prospectus Supplement filed with the Commission under Rule 424 (b) under the Securities Act or in any report, statement or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act (or the interpretations of the Commission thereof), in each case as reasonably determined by the Company and the Investor, then, on the first ( 1 st ) Business Day immediately following the Closing Date, if a Purchase Notice was properly delivered to the Investor hereunder in connection with such purchase, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424 (b) under the Securities Act with respect to the purchase(s), the total purchase amount for the Purchase Notice Shares subject to such purchase(s) (as applicable), the applicable Purchase Amount(s) for such Purchase Notice Shares and the net proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such Purchase Notice Shares . To the extent not previously disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in its Annual Reports on Form 1 0 - K the information described in the immediately preceding sentence relating to all purchase(s) consummated during the relevant fiscal quarter and shall file such Quarterly R eports and Annual Reports with the Commission within the applicable time period prescribed for such report under the Exchange Act . In the case of amendments and supplements to any Registration Statement on Form S - 1 , Form S - 3 or Prospectus related thereto that are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3 (b) ) by reason of the Company filing a report on Form 8 - K, Form 10 - Q or Form 10 - K or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement and Prospectus, if applicable and if such ability to incorporate such report by reference is available to the Company at such time , or shall file such amendments or supplements to the Registration Statement or Prospectus with the Commission on the same day on which the Exchange Act report is filed that created the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for the purpose of including or incorporating such report into such Registration Statement and Prospectus . The Company consents to the use of the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement in accordance with the provisions of the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter as such Prospectus (including, without limitation, any supplement 508674188.3 ACTIVE 703767377v5 7 thereto) (or in lieu thereof, the notice referred to in Rule 173 (a) under the Securities Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities . (c) The Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least two ( 2 ) Business Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein) within a reasonable number of days prior to their filing with the Commission, and (B) shall reasonably consider any comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein . The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence from the Commission or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material nonpublic information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the Commission, one ( 1 ) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, all documents incorporated therein by reference, if requested by the Investor, and (iii) upon the effectiveness of each Registration Statement, one ( 1 ) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto ; provided, however, the Company shall not be required to furnish any document (other applicable Federal or state statute than the Prospectus, which may be provided in . PDF format) to Legal Counsel to the extent such document is available on Commission’s Electronic Data Gathering, Analysis and Retrieval System (“ ▇▇▇▇▇ ”) . (d) Without limiting any obligation of the rules Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without charge, (i) after the same is prepared and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity filed with the Commission, at least one ( 1 ) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, all documents incorporated therein by reference, if requested by the Investor, (ii) upon the effectiveness of each Registration Statement, one ( 1 ) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto and (iii) such other documents, including, without limitation, copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor ; provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in . PDF format) to the Investor to the extent such document is available on ▇▇▇▇▇ . (e) Except during any OTC Blackout period, the Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by the Investor of the Registrable Securities, under such other securities or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside “Blue Sky” laws of all applicable jurisdictions in the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) prepare and file in those jurisdictions, such amendments (including, without limitation, post - effective amendments) and supplements to dealers (including Underwriters) who are members of such registrations and qualifications as may be necessary to maintain the NASD and agree to comply with effectiveness thereof during the terms of Section 16 below and Registration Period, (iii) take such other actions as may be reasonably necessary to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with maintain such registrations and qualifications in effect at all times during the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial CommitmentsRegistration Period, and sales (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions ; provided , however , the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3 (e) , (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction . The Company shall promptly notify Legal Counsel and the Investor of the receipt by the Company of any notification with respect 508674188.3 ACTIVE 703767377v5 8 to the suspension of the registration or qualification of any of the Registrable Securities to dealers for sale under the account securities or “Blue Sky” laws of Underwriters will be as nearly as practicable any jurisdiction in proportion to each Underwriter's pro rata share the United States or its receipt of Securities reserved actual notice of the initiation or threatening of any proceeding for such salespurpose . You will advise us (f) The Company shall notify Legal Counsel and the Investor in writing of the amount happening of Our Securities any event, as promptly as reasonably practicable after becoming aware of such event, as a result of which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, the Prospectus included in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits 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, that in no event shall such notice contain any material nonpublic information regarding the Company or any of its Subsidiaries), and, subject to the requirements of Section 13(a3 (o) , promptly prepare a supplement or 15(d) of the Exchange Act, we agree that unless otherwise advised by you amendment to such Registration Statement and disclosed in the such Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.con

Offering. We will comply with any applicable requirement (a) Upon your authorization of the Securities Actrelease of the Firm Shares, the Exchange Act Underwriters propose to offer the Shares for sale to the public upon the terms set forth in the Prospectus. (b) It is understood that you have been authorized, for your account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any other applicable Federal or state statute Additional Shares the Underwriters have agreed to purchase. (c) Each Selling Stockholder hereby agrees, severally and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United Statesjointly, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Selling Stockholder Firm Shares and the Additional Shares to customersbe sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder's obligations hereunder, and (ii) the Custodian is authorized to dealers deduct for such payment, any such amounts from the proceeds to such Selling Stockholder hereunder, and to hold such amounts for the account of such Selling Stockholder with the Custodian under the Custody Agreement. (including d) The Company, the Selling Stockholders and the Underwriters hereby agree that up to five percent (5%) of the Firm Shares to be purchased by the Underwriters (the "Directed Shares") shall be reserved for sale by the Underwriters to certain eligible employees of, and certain persons designated by, the Company (the "Directed Shares Purchasers") as part of the distribution of the Shares by the Underwriters) who are members , subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the NASD and agree all other applicable laws, rules and regulations, PROVIDED, HOWEVER, that under no circumstances will the Underwriters be liable to comply the Company, the Selling Stockholders or to any of the Directed Shares Purchasers for any action taken or omitted in good faith in connection with transactions effected with regard to the terms Directed Shares Purchasers. To the extent that such Directed Shares are not orally confirmed for purchase by such persons by the end of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms first day after the date of Section 16 below. Sales of Securities to customers for the account of Underwriters this Agreement, such Directed Shares will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior offered to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or as part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliverycontemplated hereby.

Offering. We The Notes will comply with any applicable requirement of be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act. The Company will prepare a final offering memorandum (the "Offering Memorandum"), relating to the Exchange Act and any other applicable Federal or state statute Company and the rules and regulations thereunderNotes. We The Initial Purchasers have advised the Company that the Initial Purchasers will make no sales of Securities until you release us offers to do so. Any Securities released resell (the "Exempt Resales") the Notes on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) persons whom any of the Initial Purchasers reasonably believe to customersbe "qualified institutional buyers", as defined in Rule 144A under the Securities Act ("QIBs"), (ii) persons who have represented to dealers the Company that they are institutional "Accredited Investors" referred to in Rule 501(a)(1), (including Underwriters2), (3) who are members of or (7) under the NASD and agree to comply with the terms of Section 16 below Securities Act ("Accredited Investors") and (iii) non-U.S. persons outside the United States in reliance upon Regulation S ("Regulation S") under the Securities Act ("Reg S Investors"). The QIBs, Accredited Investors and the Reg S Investors are collectively referred to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree herein as the "Eligible Purchasers". Such QIBs, Accredited Investors and Reg S Investors shall be collectively referred to comply with herein as the terms of Section 16 below"Eligible Purchasers". Sales of Securities The Initial Purchasers will offer the Notes to customers for the account of Underwriters will be as nearly as practicable in proportion such Eligible Purchasers initially at a purchase price equal to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us 100 % of the amount of Our Securities which we will retain for direct salethereof. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(dHolders (including subsequent transferees) of the Exchange Act, we agree that unless otherwise advised by you and disclosed Notes will have the registration rights set forth in the Prospectus we registration rights agreement relating thereto (the "Registration Rights Agreement"), to be dated the Closing Date, for so long as such Notes constitute "Transfer Restricted Securities" (as defined in such agreement). Pursuant to the Registration Rights Agreement, the Company will not make sales agree to any account over which we exercise discretionary authority file with the Securities and Exchange Commission (the "Commission"), under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") with respect to that sale an offer to exchange (discretionary accounts). We will advise you on request the "Exchange Offer") the Notes for a new issue of debt securities of the unsold amount of Our Securities. You may at any time Company (ithe "Exchange Notes") reserve such Securities to be offered in exchange for sale by you for our account, the Notes and (ii) purchase any such under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement") relating to make deliveries for the Underwriters (at the public offering price or at such price less all or part resale by certain holders of the concession) or (iii) reserve Notes, and to use its best efforts to cause such Securities for sale by Registration Statements to be declared effective and consummate the Company pursuant Exchange Offer. This Agreement, the Notes, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to Delayed Delivery Contracts. If collectively as the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery"Operative Documents".

Offering. We will comply If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non- appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the Commission reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall file additional Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the unsold Securities does not exceed 15% of all Securities, you may sell prospectus contained therein is available for use by the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We will comply If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act. In the event of any other applicable Federal or state statute reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us prospectus contained therein is available for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale use by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We will comply If the staff of the Commission (the "Staff") or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the Commission reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall file additional Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the unsold Securities does not exceed 15% of all Securities, you may sell prospectus contained therein is available for use by the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We will comply If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and to be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement and shall promptly (but in no event later than the second Business Day following final notification by the Staff) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any applicable requirement of the Securities Act, Staff or the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered Commission as addressed in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts2(e). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Offering. We will comply with any applicable requirement The Underwriters hereby certify that they have made a bona fide public offering of all the Refunding Bonds as of the Securities Actdate hereof at the prices or yields shown in the table attached to Appendix A hereto. On or prior to the Closing Date, the Exchange Act Underwriters shall provide the District with information regarding the prices or yields at which a representative portion (at least 10%) of each maturity of the Refunding Bonds were sold to the public, in such form as the District may reasonably request, for purposes of determining the yield on the Refunding Bonds. Subsequent to such initial public offering, the Underwriters reserve the right to change such initial public offering prices or yields as they deem necessary in connection with the marketing of the Refunding Bonds; provided that the Underwriters shall not change the interest rates on the Refunding Bonds set forth in Appendix A. The Refunding Bonds may be offered and any other applicable Federal or state statute sold to certain dealers at prices lower than such initial public offering prices. The District hereby ratifies, approves and confirms the distribution of this Purchase Contract, the Resolution, the Paying Agent Agreement, the Continuing Disclosure Certificate (as defined herein) and the rules and regulations thereunder. We will make no sales Preliminary Official Statement of Securities until you release us the District with respect to do so. Any Securities released to us for the Refunding Bonds, in connection with the public offering and sale of the Refunding Bonds by the Underwriters. The Underwriters hereby represent that they have received and reviewed the Preliminary Official Statement, and hereby agree that they will be promptly offered in conformity provide, consistent with the Prospectus requirements of MSRB Rule G-32, for the delivery of a copy of the final Official Statement describing the Refunding Bonds, dated the date hereof (the “Official Statement”), to each customer who purchases any Refunding Bonds during the Underwriting Period (as such term is defined in MSRB Rule G-11), and to deliver a copy of the Official Statement to the MSRB on or Offering Circular before the Closing Date (as defined herein), and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary otherwise to comply with all applicable laws at our own expense statutes and risk. You may reserve for sale, sell regulations in connection with the offering and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members sale of the NASD Refunding Bonds, including, without limitation, MSRB Rule G-32 and agree to comply with 17 CFR Section 240.15c2-12, promulgated by the terms of Section 16 below Securities and Exchange Commission (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below“Rule 15c2-12”). Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us Delivery of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you Official Statement to us for direct sale, in which event the amount of Securities so reserved Underwriters shall be correspondingly reducedconstrued as a representation of the District that the District has reviewed and approved such Official Statement and authorizes the distribution thereof in electronic form. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities The Underwriters hereby agree that are registered under the Act and issued by a company that was not, immediately prior to the filing time the Official Statement is available, the Underwriters will send to any potential purchaser of the Registration Refunding Bonds, upon request, a copy of the most recent Preliminary Official Statement, subject . Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. The District will deliver a copy of the Official Statement by electronic means to the requirements of Section 13(a) or 15(d) Underwriters within seven business days from the date hereof, signed by an Authorized District Representative, substantially in the form of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority Preliminary Official Statement with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale changes thereto as shall be approved by the Company Underwriters, which approval shall not be unreasonably withheld. Notwithstanding any prior amendments or supplements to the Official Statement made pursuant to Delayed Delivery Contracts. If this Section, the total of District, in cooperation with the unsold Securities does Representative, shall prepare an updated Official Statement (the “Updated Official Statement”), dated a date not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If more than 25 nor less than ten days prior to the termination Settlement Date, which, as of this Agreement with respect such date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The District shall furnish to the offering Representative, at or before the Settlement, sufficient copies of the SecuritiesUpdated Official Statement, you at least one of which will be in word searchable portable document format (pdf) and two of which shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess be signed on behalf of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryDistrict.

Offering. We will comply with any applicable requirement The Underwriter hereby certifies that it has made a bona fide public offering of all the Refunding Bonds as of the Securities Actdate hereof at the prices or yields shown in the table attached to Appendix A hereto. On or prior to the Closing Date, the Exchange Act Underwriter shall provide the District with information regarding the prices or yields at which a representative portion (at least 10%) of each maturity of the Refunding Bonds were sold to the public, in such form as the District may reasonably request, for purposes of determining the yield on the Refunding Bonds. Subsequent to such initial public offering, the Underwriter reserves the right to change such initial public offering prices or yields as it deems necessary in connection with the marketing of the Refunding Bonds; provided that the Underwriter shall not change the interest rates on the Refunding Bonds set forth in Appendix A. The Refunding Bonds may be offered and any other applicable Federal or state statute sold to certain dealers at prices lower than such initial public offering prices. The District hereby ratifies, approves and confirms the distribution of this Purchase Contract, the District Resolution, the Paying Agent Agreement, the Continuing Disclosure Certificate (as defined herein) and the rules and regulations thereunder. We will make no sales Preliminary Official Statement of Securities until you release us the District with respect to do so. Any Securities released to us for the Refunding Bonds, in connection with the public offering and sale of the Refunding Bonds by the Underwriter. The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement, and hereby agrees that it will be promptly offered in conformity provide, consistent with the Prospectus requirements of MSRB Rule G-32, for the delivery of a copy of the final Official Statement describing the Refunding Bonds, dated the date hereof (the “Official Statement”), to each customer who purchases any Refunding Bonds during the underwriting period (as such term is defined in MSRB Rule G-11), and to deliver a copy of the Official Statement to the MSRB on or Offering Circular before the Closing Date (as defined herein), and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary otherwise to comply with all applicable laws at our own expense statutes and risk. You may reserve for sale, sell regulations in connection with the offering and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members sale of the NASD Refunding Bonds, including, without limitation, MSRB Rule G-32 and agree to comply with 17 CFR Section 240.15c2-12, promulgated by the terms of Section 16 below Securities and Exchange Commission (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below“Rule 15c2-12”). Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us Delivery of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you Official Statement to us for direct sale, in which event the amount of Securities so reserved Underwriter shall be correspondingly reducedconstrued as a representation of the District that the District has reviewed and approved such Official Statement and authorizes the distribution thereof in electronic form. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities The Underwriter hereby agrees that are registered under the Act and issued by a company that was not, immediately prior to the filing time the Official Statement is available, the Underwriter will send to any potential purchaser of the Registration Refunding Bonds, upon request, a copy of the most recent Preliminary Official Statement, subject . Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. The District will deliver a copy of the Official Statement by electronic means to the requirements of Section 13(a) or 15(d) Underwriter within seven business days from the date hereof, signed by an Authorized District Representative, substantially in the form of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority Preliminary Official Statement with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale changes thereto as shall be approved by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does Underwriter, which approval shall not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliverybe unreasonably withheld.

Offering. We will comply If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement and shall promptly (but in no event later than the second Business Day following notification by the Staff) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register the Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any applicable requirement of the Securities Act, Staff or the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered Commission as addressed in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts2(e). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Offering. We will comply If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement or, in its sole and absolute discretion, take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the SEC reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall file additional Registration Statements in accordance with Section 2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the unsold Securities does not exceed 15% of all Securities, you may sell prospectus contained therein is available for use by the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We will comply with any applicable requirement The Underwriter agrees to make a bona fide public offering of all the Notes. The County hereby ratifies, approves, and confirms the distribution of the Securities ActCounty Resolution, and the District hereby ratifies, approves, and confirms the distribution of the Preliminary Official Statement of the District with respect to the Notes, dated [ ], 2024 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the Exchange Act “Preliminary Official Statement”), in connection with the public offering and any other applicable Federal sale of the Notes by the Underwriter. The District hereby agrees to deliver or state statute cause to be delivered to the Underwriter, within seven business days after the date hereof, copies of the Official Statement, consisting of the Preliminary Official Statement with such changes as may be made with the approval of the District and the rules Underwriter (the “Official Statement”), in such reasonable quantity as the Underwriter shall request. The Underwriter hereby represents that it has received and regulations thereunder. We reviewed the Preliminary Official Statement, and agrees that it will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity provide, consistent with the Prospectus requirements of Municipal Securities Rulemaking Board (“MSRB”) Rule G-32, for the delivery of a copy of the Official Statement to each customer who purchases any Notes during the underwriting period (as such term is defined in MSRB Rule G-11), and to deliver a copy of the Official Statement to a national repository on or Offering Circular before the date of Closing, and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary otherwise to comply with all applicable laws at our own expense statutes and risk. You may reserve for sale, sell regulations in connection with the offering and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members sale of the NASD Notes, including, without limitation, MSRB Rule G-32 and agree to comply with 17 CFR Section 240.15c2-12, promulgated by the terms of Section 16 below Securities and Exchange Commission (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below“Rule 15c2-12”). Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities The Underwriter hereby agrees that are registered under the Act and issued by a company that was not, immediately prior to the filing time the final Official Statement is available, the Underwriter will send to any potential purchaser of the Registration StatementNotes, subject to the requirements of Section 13(a) or 15(d) upon request, a copy of the Exchange Act, we agree that unless otherwise advised most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by you and disclosed in first class mail (or other equally prompt means) not later than the Prospectus we will not make sales to any account over first business day following the date upon which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on each such request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryis received.

Offering. We The Initial Notes will comply with any applicable requirement be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Act. The Company has prepared a preliminary offering memorandum, dated August 3, 1998 (the "Preliminary Offering Memorandum"), and a final offering memorandum, dated August 12, 1998 (the "Offering Memorandum"), relating to the Company, the Guarantors and their respective subsidiaries and the Initial Notes. The Initial Purchasers have advised the Company that the Initial Purchasers will make offers (the "Exempt Resales") of the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with Initial Notes on the terms of Section 16 below and (iii) set forth in the Offering Memorandum, as amended or supplemented, solely to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree persons whom the Initial Purchasers reasonably believe to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be "qualified institutional buyers," as nearly as practicable defined in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered Rule 144A under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts"QIBs"). We The QIBs are referred to herein as the "Eligible Purchasers." The Initial Purchasers will advise you on request of offer the unsold amount of Our Securities. You may at any time (i) reserve Initial Notes to such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities Eligible Purchasers initially at a price equal to 99.778% of the total cost principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of Initial Notes will have the registration rights set forth in the registration rights agreement relating thereto (the "Registration Rights Agreement"), to be dated the Closing Date, for so long as such purchaseInitial Notes constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, including commissionsthe Company and the Guarantors will agree to file with the Securities and Exchange Commission (the "Commission"), accrued interestunder circumstances set forth therein, amortization (i) a registration statement under the Act (the "Exchange Offer Registration Statement"), relating to the 73/8% Exchange Senior Notes due 2005 (the "Exchange Notes") to be offered in exchange for the Initial Notes (the "Exchange Offer") or (ii) a shelf registration statement pursuant to Rule 415 under the Act (each of original issue discount or dividends the "Shelf Registration Statement" and transfer taxes on redeliverythe Exchange Offer Registration Statement, being referred to as a "Registration Statements"), relating to the resale by certain holders of the Initial Notes, and to use their best efforts to cause such Registration Statements to be declared effective and to consummate the Exchange Offer. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter referred to collectively as the "Operative Documents."

Offering. We will comply If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with any applicable requirement the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Exchange Act and any other applicable Federal or state statute Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the rules and regulations thereunder. We will make no sales of Securities until you release us Effectiveness Deadline shall automatically be deemed to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority have elapsed with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or Registration Statement at such price less all time as the Staff or part of the concession) Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or (iii) reserve such Securities for sale the Commission reasonably acceptable to Legal Counsel that a new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If this paragraph, the total of Company shall file additional Registration Statements in accordance with Section 2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the unsold Securities does not exceed 15% of all Securities, you may sell prospectus contained therein is available for use by the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryInvestor.

Offering. We will comply If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with any applicable requirement the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, and the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Exchange Act and any other applicable Federal Company shall use its reasonable best efforts to file one or state statute more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the rules and regulations thereunderProspectuses contained therein are available for use by the Investor. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered Under all circumstances, the Company’s obligations under this Agreement are subject in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior respects to the filing satisfaction of the Registration Statement, subject to the requirements of Section 13(a) the Staff and the Commission, and under no circumstances will the Company be deemed to have missed any deadline under this Agreement if such failure results from delays or 15(d) other consequences resulting from the Company complying with the requirements of the Exchange Act, we agree that Staff or the Commissions unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale requirements could have been satisfied by the Company pursuant to Delayed Delivery Contracts. If the total Company’s exercise of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryreasonable best efforts.

Offering. We will comply with any applicable requirement of the Securities Act, the Exchange Act Act, the rules and regulations of the NASD and any applicable securities exchange and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwritersunderwriters) who are members of the NASD and agree to comply with the terms of Section 16 17 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below17 below as you shall determine. Sales Reservations for sales to dealers for our account need not be in proportion to our underwriting obligation, but sales of Securities reserved far our account for sale to customers for the account of Underwriters will selected dealers shall be made as nearly as practicable in proportion to their respective Initial Commitments, and sales the ratio which the amount of Securities reserved for our account bears to dealers the aggregate amount of Securities reserved for the account of all Underwriters, as calculated from day to day. Sales to selected dealers may be made under the UBS Securities LLC Master Selected Dealers Agreement, or otherwise. The price to dealers initially shall be, in your discretion, either (i) the offering price with the concession credited to the dealer’s account or (ii) the offering price less a concession, not in excess of the selected dealers concession set forth in the Invitation, in each case payable in accordance with Section 10 below. With your consent, the Underwriters may allow, and dealers may reallow, a discount on sales to any dealer who meets the above NASD requirements in an amount not in excess of the amount set forth in the Invitation. Upon your request, we will be as nearly as practicable in proportion advise you of the identity of any dealer to each Underwriter's pro rata share of Securities reserved for whom we allow such salesa discount and any Underwriter or dealer from whom we receive such a discount. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 17 below from dealers to whom we sell Securities. In connection with any Registered Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold If, in your opinion, such Securities does not exceed 15% of all Securitiesare needed to make delivery against sales made pursuant to Section 8 hereof or any Intersyndicate Agreement, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the SecuritiesSecurities or such other date as you specify in the Invitation, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by usus or pursuant to the “initial Public Offering Tracking System” of The Depository Trust Company (“DTC”) you determine, based on notices from DTC, that our customers sold an amount of Our Securities during any day, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Offering. We will comply with any applicable requirement of (1) The Corporation understands that, although the Securities Act, the Exchange Act and any other applicable Federal or state statute and the rules and regulations thereunder. We will make no sales of Securities until you release us offer to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except act as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering Subscription Receipts is made hereunder by the Underwriters to the Corporation as purchasers, the Underwriters have the right to arrange for the Subscription Receipts to be purchased by substituted purchasers (“Substituted Purchasers”): (a) in the Qualifying Jurisdictions on a private placement basis in compliance with Canadian Securities Laws such that the offer and sale of the Securities, you shall purchase or contract Subscription Receipts does not obligate the Corporation to purchase any of Our Securities sold or loaned directly by us, in your discretion you may file a prospectus (i) sell for our account other than the Securities so purchased and debit or credit our account for Qualification Prospectus relating to the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess distribution of the concession Underlying Debentures and the Debenture Shares as contemplated in the Special Warrant Indenture); (b) in the United States on a private placement basis pursuant to dealers the representations, warranties, acknowledgments, agreements and covenants of the Corporation and the Underwriters contained in Schedule “A” hereto; and (c) in such other jurisdictions on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement, offering memorandum or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect thereto to the Corporation in such other jurisdictions and credit the Corporation does not thereafter become subject to on-going or continuous disclosure obligations in such amount against other jurisdictions. For greater certainty, to the cost thereof or (iii) require us extent that the Substituted Purchasers purchase Subscription Receipts at the Closing, the Underwriters shall not be obligated to purchase such Securities at a price equal Subscription Receipts and, to the total cost extent that the Substituted Purchasers do not purchase such Subscription Receipts, the Underwriters will remain obligated to purchase such Subscription Receipts. (2) The Underwriters will notify the Corporation with respect to the identity of any Purchaser as soon as practicable and with a view to leaving sufficient time to allow the Corporation to secure compliance with all relevant regulatory requirements of the Selling Jurisdictions and in such other jurisdictions as the Underwriters and the Corporation shall determine relating to the sale of the Subscription Receipts. The Corporation undertakes to file, or cause to be filed, all forms or undertakings required to be filed by the Corporation and to pay all filing fees in connection with the issue and sale of the Subscription Receipts so that the distribution of such purchasesecurities may lawfully occur without the necessity of filing a prospectus or an offering memorandum in Canada or a comparable document elsewhere. If requested by the Corporation, including commissions, accrued interest, amortization the Underwriters undertake to use commercially reasonable efforts to cause Purchasers to complete any forms required by the Corporation in order to confirm the availability of original issue discount a private placement exemption and by applicable Securities Laws. (3) The certificates (or dividends and transfer taxes on redeliveryelectronic or book entry evidence thereof) representing the Subscription Receipts delivered at Closing shall contain such restrictive legends regarding resale of such securities as are set forth in the Subscription Agreements.

Offering. We The Subscriber, on its own behalf and, if applicable, on behalf of a Disclosed Principal for whom it is acting hereunder, hereby acknowledges that the Subscription Receipts subscribed to hereunder form part of an offering of up to 14,000,000 Subscription Receipts for aggregate gross proceeds of up to approximately US$14,000,000 directly by the Corporation, to be issued and sold by the Corporation pursuant to the Subscription Agreement and the Subscription Receipt Certificates (the “Offering”).; On the Closing Date, the gross proceeds raised in connection with the Offering (collectively, the “Subscription Proceeds”) will comply with any applicable requirement be delivered to and held in escrow on behalf of the Securities Actsubscribers of Subscription Receipts (including the Subscriber) by the Corporation in a segregated account and invested in an interest bearing account, short-term obligations of, or guaranteed by, the Exchange Act and Government of Canada or any other applicable Federal investments that may be approved by the Corporation (the Subscription Proceeds, together with all interest and other income earned thereon, the “Escrowed Funds”), pending the satisfaction or state statute and waiver (to the rules and regulations thereunderextent such waiver is permitted) of the Escrow Release Condition at or prior to the Escrow Release Deadline, in accordance with the provisions of the Subscription Receipt Certificates. We The Escrowed Funds will make no sales of Securities until you release us to do so. Any Securities be released to us for public offering will be promptly offered in conformity with the Prospectus Corporation upon the satisfaction or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside waiver (to the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (iextent such waiver is permitted) to customers, (ii) to dealers (including Underwriters) who are members of the NASD Escrow Release Condition at or before the Escrow Release Deadline, at which time each Subscription Receipt shall automatically be exchanged for one Underlying Share and agree one half (1/2) of one Warrant (such date hereinafter referred to comply as the “Escrow Release Date”). Unless the consent of holders of not less than 66 2/3% of the then outstanding Subscription Receipts is obtained pursuant to the terms of the Subscription Receipt Certificates, in the event that the Escrow Release Condition is not satisfied at or before 5:00 p.m. (Vancouver time) on October 15, 2020 (as the same may be extended in accordance with the terms of Section 16 below and the Subscription Receipt Certificates) (iii) the “Escrow Release Deadline”), the Corporation will return to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree each holder of Subscription Receipts, an amount equal to comply with the terms of Section 16 below. Sales of Securities to customers aggregate Subscription Price for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's Subscription Receipts held by such holder plus a pro rata share of Securities reserved for any interest or other income earned on the Subscription Proceeds, less applicable withholding tax, if any. The Corporation shall use its commercially reasonable efforts to meet the Escrow Release Deadline prior to October 15, 2020. To the extent that the Escrowed Funds are insufficient to pay such sales. You will advise us amounts to the holders of the amount of Our Securities which we Subscription Receipts, the Corporation will retain be liable for direct saleand will be required to contribute such amounts as are necessary to satisfy any shortfall. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall be correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing The description of the Registration StatementSubscription Receipts, the Underlying Shares and the Warrants contained in the Term Sheet and this Agreement is a summary only and is subject to the requirements of Section 13(a) or 15(d) provisions of the Exchange Act, we agree that unless otherwise advised by you Subscription Receipt Certificates and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such price less all or part of the concession) or (iii) reserve such Securities for sale by the Company pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this Agreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redeliveryWarrant Indenture.