Common use of NASD Clause in Contracts

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United State, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you will (a) if you are a member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a) and (b) of the preceding paragraph will be applicable.

NASD. You We represent and warrant that you we are actually engaged in the investment banking or securities business and we are either are (i) a member in good standing of the NASD orNASD, (ii) if you are not such a member, you a foreign dealer not eligible for membership, or (iii) solely in connection with an Exempted Securities Offering, a bank, as defined in Section 3(a)(6) of the Exchange Act, that does not otherwise fall within provision (i) or (ii) of this sentence (a “Bank”). If we are a member as described in (i), we agree that in making sales of the Securities we will comply with all applicable interpretative materials and Conduct Rules of the NASD, including, without limitation, Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and 2790 (relating to New Issues). If we are a foreign bankdealer as described in (ii), dealer we agree not to offer or institution not eligible for membership sell any Securities in the NASD which agrees to make no sales within the United StateStates of America, its territories or its possessions or to persons who are citizens thereof or residents thereintherein (other than through you), and in making other sales of Securities outside the United States of America we agree to comply with the NASD's interpretation with respect to free-riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you will (a) if you are though we were a member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and ), 2750 (relating to Transactions With with Related Persons) and 2790 (relating to New Issues) as though you we were such a member and to comply with Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-member nonmember broker or dealer in a foreign country. You In connection with an Exempted Securities Offering, if we are a Bank, we agree to also comply, as though we were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules. We further represent, by our participating in an Offering, that we have provided to you all documents and other information required to be filed with respect to us, any related person or any person associated with us or any such related person pursuant to the supplementary requirements of the NASD’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. We further agree that, in connection with any purchase of securities Securities from us you that is not otherwise covered by the terms of this Agreement (whether we you are acting as manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to youus, clauses (a) and (b) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United State, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's ’s interpretation with respect to free-riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's ’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you will (a) if you are a member of the NASD, comply with all applicable interpretive material ("“IM"”) and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a) and (b) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you will (a) if you are a member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a) and (b) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business business. In addition, you further represent and warrant that you are either are (i) a member in good standing of the NASD orNASD, if you are not such a member, you are (ii) a foreign bank, broker-dealer or institution not eligible for membership in the NASD which agrees not to make no any sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making any other sales to comply with the NASD's interpretation with respect to free-free riding and withholding, or (iii), solely in connection with an Exempted Securities Offering, a bank, as defined in Section 3(a)(6) of the Exchange Act, that does not otherwise fall within provision (i) or (ii) of this sentence (a "Bank"). You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will (a) if you are a member comply with the provisions of Rule 2740 of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b2) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-NASD member broker or dealer in a foreign country, you will also comply (a), as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules and (b) with Rule 2420 of the Conduct Rules as that Rule applies to a non-NASD member broker or dealer in a foreign country and (3), in connection with an Exempted Securities Offering, if you are a Bank, you will also comply, as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1), (2) and (b3) of the preceding paragraph will be applicable.

NASD. You We represent and warrant that you we are actually engaged in the investment banking or securities business and we are either are (i) a member in good standing of the NASD orNASD, (ii) if you are not such a member, you a foreign dealer not eligible for membership, or (iii) solely in connection with an Exempted Securities Offering, a bank, as defined in Section 3(a)(6) of the Exchange Act, that does not otherwise fall within provision (i) or (ii) of this sentence (a "Bank"). If we are a member as described in (i), we agree that in making sales of the Securities we will comply with all applicable interpretative materials and Conduct Rules of the NASD, including, without limitation, Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and 2790 (relating to New Issues). If we are a foreign bankdealer as described in (ii), dealer we agree not to offer or institution not eligible for membership sell any Securities in the NASD which agrees to make no sales within the United StateStates of America, its territories or its possessions or to persons who are citizens thereof or residents thereintherein (other than through you), and in making other sales of Securities outside the United States of America we agree to comply as though we were a member with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions), 2750 (relating to Transactions with Related Persons) and 2790 (relating to New Issues) as though we were such a member and to comply with Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a nonmember broker or dealer in a foreign country. In connection with an Exempted Securities Offering, if we are a Bank, we agree to also comply, as though we were an NASD member, with the NASD's interpretation with respect to free-riding provision of Rules 2730, 2740 and withholding2750 of the Conduct Rules. You We further represent, by your participation our participating in an Offering, that you we have provided to us you all documents and other information required to be filed with respect to youus, any related person or any person associated with you us or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you will (a) if you are a member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-member broker or dealer in a foreign country. You We further agree that, in connection with any purchase of securities Securities from us you that is not otherwise covered by the terms of this Agreement (whether we you are acting as manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to youus, clauses (a) and (b) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will comply with the provisions of section 24 of Article III of the NASD's Rules of Fair Practice and (a2) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Tradea), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member an NASD member, with the provisions of sections 8 and Conduct Rule 2420 36 thereof and (relating to Dealing b) with Non-Members) section 25 thereof as it that section applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business business. In addition, you further represent and warrant that you are either are (i) a member in good standing of the NASD or, if you are not such a member, you are NASD(ii) a foreign bank, broker-dealer or institution not eligible for membership in the NASD which agrees not to make no any sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making any other sales to comply with the NASD's interpretation with respect to free-free riding and withholding, or (iii), solely in connection with an Exempted Securities Offering, a bank, as defined in Section 3(a)(6) of the Exchange Act, that does not otherwise fall within provision (i) or (ii) of this sentence (a "BANK"). You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will (a) if you are a member comply with the provisions of Rule 2740 of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b2) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-NASD member broker or dealer in a foreign country, you will also comply (a), as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules and (b) with Rule 2420 of the Conduct Rules as that Rule applies to a non-NASD member broker or dealer in a foreign country and (3), in connection with an Exempted Securities Offering, if you are a Bank, you will also comply, as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1), (2) and (b3) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business business. In addition, you further represent and warrant that you are either are (i) a member in good standing of the NASD orNASD, if you are not such a member, you are (ii) a foreign bank, broker-dealer or institution not eligible for membership in the NASD which agrees not to make no any sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making any other sales to comply with the NASD's ’s interpretation with respect to free-free riding and withholding, or (iii), solely in connection with an Exempted Securities Offering, a bank, as defined in Section 3(a)(6) of the Exchange Act, that does not otherwise fall within provision (i) or (ii) of this sentence (a “Bank”). You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's ’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will (a) if you are a member comply with the provisions of Rule 2740 of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b2) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-NASD member broker or dealer in a foreign country, you will also comply (a), as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules and (b) with Rule 2420 of the Conduct Rules as that Rule applies to a non-NASD member broker or dealer in a foreign country and (3), in connection with an Exempted Securities Offering, if you are a Bank, you will also comply, as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1), (2) and (b3) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's ’s interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's ’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will comply with the provisions of Rule 2740 of the NASD’s Conduct Rules and (a2) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Tradea), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member an NASD member, with the provisions of IM-2110-1 and Rules 2730, 2740 and 2750 of the NASD’s Conduct Rules and (b) with Rule 2420 (relating to Dealing with Non-Members) thereof as it that Rule applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount Concession or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. The provisions of this Section 3(e) shall apply to any Offering subject to the By-Laws, rules and regulations of the NASD. You represent and warrant that you are a dealer actually engaged in the investment banking or securities business and you are either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates of America, its territories or its possessions or to persons who are citizens thereof or residents therein, therein (other than through us) and in making other sales to comply with all applicable rules of the NASD, including the NASD's interpretation Interpretation with respect Respect to freeFree-riding Riding and withholding. You further representWithholding, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to making sales outside the supplementary requirements United States of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such OfferingAmerica. You agree that, in connection with any purchase or sale of any of the Securities wherein a selling concession, discount or other allowance is received or granted, (i) you will comply with the provisions of Section 24 of Article III of the NASD's Rules of Fair Practice and (aii) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, comply with IM 2110-1 and with Conduct Rules 2730 you will also comply, (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related PersonsA) as though you were such a member an NASD member, with the provisions of Sections 8 and Conduct Rule 2420 36 thereof and (relating to Dealing B) with Non-Members) Section 25 thereof as it that section applies to a non-NASD member broker or dealer in a foreign country. You further agree thatrepresent that you are fully familiar with the above provisions of the Rules of Fair Practice of the NASD. You represent, by your participation in an Offering, that neither you nor any of your directors, officers, partners or "persons associated with" you (as defined in the By-Laws of the NASD, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) or any broker-dealer (i) within the last eighteen months has purchased in private transactions, or intends before, at or within six months after the commencement of the public offering of the Securities, to purchase in private transactions, any securities (including warrants or options) of the issuer, its parent (if any), any guarantor or insurer of the Securities or any subsidiary of any of the foregoing or (ii) within the last twelve months had any dealings with the issuer, any guarantor or insurer of the Securities, any seller other than the foregoing or any subsidiary or controlling person of any of the foregoing (other than in connection with any purchase the syndicate agreements relating to such Offering) as to which documents or information are required to be filed with the NASD pursuant to its interpretation with Respect to Review of securities from us Corporate Financing. If we inform you that is not otherwise covered by the terms of this Agreement (whether we are acting NASD views the Offering as manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted subject to you, clauses (a) and (b) Schedule E to the By-Laws of the preceding paragraph will be applicableNASD, you agree that you shall, to the extent required, offer the Securities in compliance with such Schedule and the NASD's interpretation thereof. If we inform you that the NASD views the Securities as interests in a direct participation program, you agree that you shall, to the extent required, offer the Securities in compliance with the NASD's interpretation of Appendix F of its Rules of Fair Practice.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will comply with the provisions of Rule 2740 of the NASD's Conduct Rules and (a2) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Tradea), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member an NASD member, with the provisions of IM-2110-1 and Rules 2730, 2740 and 2750 of the NASD's Conduct Rules and (b) with Rule 2420 (relating to Dealing with Non-Members) thereof as it that Rule applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount Concession or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business business. In addition, you further represent and warrant that you are either are (i) a member in good standing of the NASD or, if you are not such a member, you are NASD(ii) a foreign bank, broker-dealer or institution not eligible for membership in the NASD which agrees not to make no any sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making any other sales to comply with the NASD's ’s interpretation with respect to free-free riding and withholding, or (iii), solely in connection with an Exempted Securities Offering, a bank, as defined in Section 3(a)(6) of the Exchange Act, that does not otherwise fall within provision (i) or (ii) of this sentence (a “Bank”). You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's ’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will (a) if you are a member comply with the provisions of Rule 2740 of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b2) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-NASD member broker or dealer in a foreign country, you will also comply (a), as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules and (b) with Rule 2420 of the Conduct Rules as that Rule applies to a non-NASD member broker or dealer in a foreign country and (3), in connection with an Exempted Securities Offering, if you are a Bank, you will also comply, as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1), (2) and (b3) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as to the extent that such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you will (ai) if you are a member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (bii) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-member broker or dealer in a foreign country. You If you are a member of the NASD, you further agree that, in connection prior to making an offering of Securities to any client, you will comply with any purchase of securities from us that is not otherwise covered by Conduct Rule 2310 (Recommendations to Customers (Suitability)), which compliance shall include without limitation considering (i) the terms suitability of this Agreement investment with respect to the client's investment objectives and personal situation, (whether we are acting ii) factors such as managerthe client's personal net worth, as member of an underwriting syndicate or a selling group or otherwise)income, if a selling concessionage, discount or other allowance is granted to yourisk tolerance and liquidity needs, clauses (a) and (biii) of whether the preceding paragraph client's risk profile is suitable for this investment. If you are a broker or dealer registered under the Exchange Act, you further agree that in accepting funds from clients you will be applicablecomply with Rule 15c2-4 under the Exchange Act.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will comply with the provisions of section 24 of Article III of the NASD's Rules of Fair Practice and (a2) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Tradea), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member an NASD member, with the provision of sections 8 and Conduct Rule 2420 36 thereof and (relating to Dealing b) with Non-Members) section 25 thereof as it that section applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business business. In addition, you further represent and warrant that you are either are (i) a member in good standing of the NASD orNASD, if you are not such a member, you are (ii) a foreign bank, broker-dealer or institution not eligible for membership in the NASD which agrees not to make no any sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making any other sales to comply with the NASD's interpretation with respect to free-free riding and withholding, or (iii), solely in connection with an Exempted Securities Offering, a bank, as defined in Section 3(a)(6) of the Exchange Act, that does not otherwise fall within provision (i) or (ii) of this sentence (a "BANK"). You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will (a) if you are a member comply with the provisions of Rule 2740 of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b2) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-NASD member broker or dealer in a foreign country, you will also comply (a), as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules and (b) with Rule 2420 of the Conduct Rules as that Rule applies to a non-NASD member broker or dealer in a foreign country and (3), in connection with an Exempted Securities Offering, if you are a Bank, you will also comply, as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1), (2) and (b3) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, (1) you will comply with the provisions of section 24 of Article II(c) of the NASD's Rules of Fair Practice and (a2) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Personsa) as though you were such a member an NASD member, with the provision of sections 8 and Conduct Rule 2420 36 thereof and (relating to Dealing b) with Non-Members) section 25 thereof as it that section applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business business. In addition, you further represent and warrant that you are either are (i) a member in good standing of the NASD or, if you are not such a member, you are NASD(ii) a foreign bank, broker-dealer or institution not eligible for membership in the NASD which agrees not to make no any sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making any other sales to comply with the NASD's interpretation with respect to free-free riding and withholding, or (iii), solely in connection with an Exempted Securities Offering, a bank, as defined in Section 3(a)(6) of the Exchange Act, that does not otherwise fall within provision (i) or (ii) of this sentence (a "Bank"). You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will (a) if you are a member comply with the provisions of Rule 2740 of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b2) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-NASD member broker or dealer in a foreign country, you will also comply (a), as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules and (b) with Rule 2420 of the Conduct Rules as that Rule applies to a non-NASD member broker or dealer in a foreign country and (3), in connection with an Exempted Securities Offering, if you are a Bank, you will also comply, as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1), (2) and (b3) of the preceding paragraph will be applicable.

NASD. The provisions of this Section 3(d) shall apply to any Offering subject to the By-Laws, rules and regulations of the NASD. You represent and warrant that you are a dealer actually engaged in the investment banking or securities business and you are either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates of America, its territories or its possessions or to persons who are citizens thereof or residents therein, therein (other than through us) and in making other sales to comply with all applicable rules of the NASD, including the NASD's interpretation Interpretation with respect Respect to freeFree-riding Riding and withholding. You further representWithholding, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to making sales outside the supplementary requirements United States of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such OfferingAmerica. You agree that, in connection with any purchase or sale of any of the Securities wherein a selling concession, discount or other allowance is received or granted, (i) you will comply with the provisions of Section 24 of Article III of the NASD's Rules of Fair Practice and (aii) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, comply with IM 2110-1 and with Conduct Rules 2730 you will also comply, (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related PersonsA) as though you were such a member an NASD member, with the provisions of Sections 8 and Conduct Rule 2420 36 thereof and (relating to Dealing B) with Non-Members) Section 25 thereof as it that Section applies to a non-NASD member broker or dealer in a foreign country. You further agree thatrepresent that you are fully familiar with the above provisions of the Rules of Fair Practice of the NASD. You represent, by your participation in an Offering, that neither you nor any of your directors, officers, partners or "persons associated with" you (as defined in the By-Laws of the NASD) nor, to your knowledge, any "related person" (as defined in the By-Laws of the NASD, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) or any broker-dealer (i) within the last eighteen months has purchased in private transactions, or intends before, at or within six months after the commencement of the public offering of the Securities, to purchase in private transactions, any securities (including warrants or options) of the issuer, its parent (if any), any guarantor or insurer of the Securities or any subsidiary of any of the foregoing or (ii) within the last twelve months had any dealings with the issuer, any guarantor or insurer of the Securities, any seller other than the foregoing or any subsidiary or controlling person of any of the foregoing (other than in connection with any purchase the syndicate agreements relating to such Offering) as to which documents or information are required to be filed with the NASD pursuant to its Interpretation with Respect to Review of securities from us Corporate Financing. If we inform you that is not otherwise covered by the terms of this Agreement (whether we are acting NASD views the Offering as manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted subject to you, clauses (a) and (b) Schedule E to the By-Laws of the preceding paragraph will be applicableNASD, you agree that you shall, to the extent required, offer the Securities in compliance with such Schedule and the NASD's interpretation thereof. If we inform you that the NASD views the Securities as interests in a direct participation program, you agree that you shall, to the extent required, offer the Securities in compliance with the NASD's interpretation of Appendix F of its Rules of Fair Practice.

NASD. You We represent and warrant that you we are actually engaged in the investment banking or securities business and we are either are a member in good standing of the NASD NASD, or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United State, its territories or its possessions or to persons who membership. If we are citizens thereof or residents therein, and such a member we agree that in making other sales to comply with the NASD's interpretation with respect to free-riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you we will (a) if you are a member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating the NASD's Interpretation with Respect to Free-Free- Riding and Withholding) Withholding and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you of the Conduct Rules. If we are such a foreign bank dealer, we agree not to offer or dealer or institution not eligible for sell any securities in the United States of America except through you and in making sales of Securities outside the United States of America we agree to comply as though we were a member with such membershipInterpretation and Rule 2730, 2740 and 2750 of the Conduct Rules of the NASD and to comply with IM 2110-1 and with Rule 2420 of the Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) of the NASD as it applies to a non-member broker or dealer in a foreign countrycounty. (f) Relationship Among Underwriters and Selected Dealers. You further agree thatmay buy Securities from or sell Securities to any Underwriter or Selected Dealer and, with your consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the public offering price less all or any part of the concession. We are not authorized to act as agent for you or any Underwriter or the issuer or other seller of any Securities in offering Securities to the public or otherwise. Nothing contained herein or in any Written Communication from you shall constitute the Selected Dealers partners with you or any Underwriter or with one another. Neither you nor any Underwriter shall be under any obligation to us except for obligations assumed hereby or in any Written Communication from you in connection with any purchase Offering. In connection with any Offering, we agree to pay our proportionate share of securities from us that is not otherwise covered by any claim, demand, or liability asserted against us, and the terms other Selected Dealers or any of this Agreement (whether we are acting as managerthem, as member of an underwriting syndicate or a selling group against you or otherwise)the Underwriters, if a selling concessionany, discount based on any claim that such Selected Dealers or any of them constitute an association, unincorporated business, or other allowance is granted to youseparate entity, clauses (a) and (b) including in each case our proportionate share of the preceding paragraph will be applicableany expense incurred in defending against any such claim, demand, or liability.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United State, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you will (a) if you are a member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a) and (b) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in ---- the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will comply with the provisions of Rule 2740 of the Conduct Rules of the NASD and (a2) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Tradea), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules and (b) with Rule 2420 (relating to Dealing with Non-Members) of the Conduct Rules as it that Rule applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. You represent Each Selected Dealer represents and warrant warrants that you are it is actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are it is not such a member, you are is a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within NASD. Each Selected Dealer represents and warrants that neither it nor its affiliates has offered or sold or will offer or sell any of the Securities in the United State, its territories States unless such Selected Dealer or its possessions acting affiliate is registered as a broker-dealer under the Exchange Act and a member in good standing of the NASD (or to persons who are citizens thereof or residents therein, such Selected Dealer is acting in accordance with Exchange Act Rule 15a-6 and complies with Section 3(f) below) and it offers and sells the Securities in making other sales to comply compliance with all applicable rules and issued interpretive memoranda of the NASD's interpretation with respect to free-riding and withholding. You Each Selected Dealer further representrepresents, by your its participation in an Offering, that you have it has provided to us all documents and other information required to be filed with respect to youit, any related person or any person associated with you it or any such related person pursuant to the supplementary requirements of the NASD's ’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree Each Selected Dealer agrees that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, you (1) it will (a) if you are a member comply with the provisions of Rule 2740 of the NASD, comply with all applicable interpretive material ("IM") and ’s Conduct Rules of the NASD, including, without limitation, IM 2110-1 and (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b2) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to is a non-NASD member broker or dealer in a foreign country, it will also comply (a), as though it were an NASD member, with (i) the provisions of Rules 2730, 2740 and 2750 of the NASD’s Conduct Rules and (ii) with Rule 2420 thereof as that Rule applies to a non-NASD member broker or dealer in a foreign country, and (b) if it acts as a “conduit” (within the meaning of Rule 2790) for a participating NASD member with respect to the disposition of any of the Securities, it will comply with the restrictions set forth in Rule 2790 of the NASD’s Conduct Rules with respect to such disposition. You Each Selected Dealer further agree agrees that, in connection with any purchase of securities from us the Purchasing Agent that is not otherwise covered by the terms of this Agreement (whether we are the Purchasing Agent is acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount Concession or other allowance is granted to youa Selected Dealer, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. The provisions of this Section 3(d) shall apply to any Offering subject to the By-Laws, rules and regulations of the NASD. You represent and warrant that you are a dealer actually engaged in the investment banking or securities business and you are either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates of America, its territories or its possessions or to persons who are citizens thereof or residents therein, therein (other than through us) and in making other sales to comply with all applicable NASD Conduct Rules, including the NASD's interpretation Interpretation with respect Respect to freeFree-riding Riding and withholding. You further representWithholding, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to making sales outside the supplementary requirements United States of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such OfferingAmerica. You agree that, in connection with any purchase or sale of any of the Securities wherein a selling concession, discount or other allowance is received or granted, (i) you will comply with the provisions of Rule 2740 of the NASD Conduct Rules and (aii) if you are a non-NASD member of broker or dealer in a foreign country, you will also comply, (A) as though you were an NASD member, with the NASD, comply 's Interpretation with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating Respect to Free-Riding and Withholding) , Rules 2730, 2740 and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with 2750 of the NASD Conduct Rules 2730 and (relating to Securities Taken in Trade), 2740 (relating to Selling ConcessionsB) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct with Rule 2420 (relating to Dealing with Non-Members) of the NASD Conduct Rules as it that Rule applies to a non-NASD member broker or dealer in a foreign country. You further agree thatrepresent that you are fully familiar with the above provisions of the Rules of Fair Practice of the NASD. You represent, by your participation in an Offering, that neither you nor any of your directors, officers, partners or "persons associated with" you (as defined in the By-Laws of the NASD) nor, to your knowledge, any "related person" (as defined in the By-Laws of the NASD, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, any NASD member participating in the offering, and any other persons associated with or related to any of the foregoing) or any broker-dealer (i) within the last eighteen months has purchased in private transactions, or intends before, at or within six months after the commencement of the public offering of the Securities, to purchase in private transactions, any securities (including warrants or options) of the issuer, its parent (if any), any guarantor or insurer of the Securities or any subsidiary of any of the foregoing or (ii) within the last twelve months had any dealings with the issuer, any guarantor or insurer of the Securities, any seller other than the foregoing or any subsidiary or controlling person of any of the foregoing (other than in connection with any purchase of securities from us the syndicate agreements relating to such Offering) as to which documents or information are required to be filed with the NASD pursuant to its Corporate Financing Rule. If we inform you that is not otherwise covered by the terms of this Agreement (whether we are acting NASD views the Offering as managersubject to Schedule E to Article IV, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a) and (b) Section 2 of the preceding paragraph will be applicableBy-Laws of the NASD, you agree that you shall, to the extent required, offer the Securities in compliance with Rule 2810 of the NASD Conduct Rules. If we inform you that the NASD views the Securities as interests in a direct participation program, you agree that you shall, to the extent required, offer the Securities in compliance with the NASD's interpretation of Appendix F of its Rules of Fair Practice.

NASD. You represent with the provisions of Rules 2730 and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing 2750 of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United State, its territories or its possessions or to persons who are citizens thereof or residents thereinConduct Rules, and in making other sales to comply with the NASD's interpretation with respect to free-riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements Rule 2420 of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you will (a) if you are a member of the NASD, comply with all applicable interpretive material ("IM") and NASD Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it that applies to a non-member broker foreign dealer. In connection with sales and offers to sell Securities made by us outside the United States, its territories and possessions (i) we will either furnish to each person to whom any such sale or dealer offer is made a copy of the then current Preliminary Prospectus or the Prospectus, as the case may be, or inform such person that such Preliminary Prospectus or Prospectus will be available upon request, and (ii) we will furnish to each person to whom any such sale or offer is made such Prospectus, advertisement or other offering document containing information relating to the Securities or the Company as may be required under the law of the jurisdiction in a foreign countrywhich such sale or offer is made. You further agree Any Prospectus, advertisement or other offering document furnished by us to any person in accordance with the preceding sentence and any such additional offering material as we may furnish to any person (i) shall comply in all respects with the law of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expenses and (iii) shall not contain information relating to the Securities or the Company which is inconsistent in any respect with the information contained in the then current preliminary Prospectus or in the Prospectus, as the case may be. We understand that, in consideration of your services in connection with any purchase the public offering of securities from us that is the Securities, the Company has agreed with you individually, and not otherwise covered by as Representative of the terms of this Agreement (whether we are acting as manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses Underwriters (a) and to sell to you the Representative's Warrants referred to in the Underwriting Agreement for the sum of $10; (b) to pay to you a non-accountable expense allowance referred to in the Underwriting Agreement; (c) to pay you a financial advisory fee referred to in the Underwriting Agreement; and (d) to enter into the Merger and Acquisition Agreement (the "M/A Agreement") referred to in the Underwriting Agreement. In addition, you may, at your sole discretion, elect to exercise the over-allotment option individually. We confirm to you that we shall make no claim to the Representative's Warrants (or any offering of the preceding paragraph will be applicableCompany's securities related thereto, or any right to participate in any capacity in any offering resulting therefrom), any rights related thereto, the Company's securities underlying the Representative's Warrants, the non-accountable expense allowance, the financial advisory fee, or, to the over-allotment option to the extent you elect to exercise such option individually, or the M/A Agreement. You confirm to us that we shall have no obligation or liabilities with respect to the purchase of the Representative's Warrants, the exercise thereof, the Company's securities underlying the Representative's Warrants (or any offering of the Company's securities related thereto, unless we shall subsequently agree to become an underwriter for, or otherwise participate in any such offering) or the non-accountable expense allowance, the financial advisory agreement, the M/A Agreement, or, the over-allotment option, to the extent you elect to exercise such option individually. Please confirm that the foregoing correctly states the understanding between us by signing and returning to us a counterpart hereof. Very truly yours, By: --------------------------- (Attorney-in-fact for each of the several Underwriters named in Schedule A to the attached Underwriting Agreement.) Confirmed as of the date first above written: BARRXX XXXXX XXXURITIES, INC. By: ----------------------------- Robexx X. Xxxx, Xxesident

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, (1) you will comply with the provisions of section 24 of Article III of the NASD's Rules of Fair Practice and (a2) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Tradea), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member an NASD member, with the provision of sections 8 and Conduct Rule 2420 36 thereof and (relating to Dealing b) with Non-Members) section 25 thereof as it that section applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's ’s interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's ’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will comply with the provisions of section 24 of Article III of the NASD’s Rules of Fair Practice and (a2) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Tradea), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member an NASD member, with the provisions of sections 8 and Conduct Rule 2420 36 thereof and (relating to Dealing b) with Non-Members) section 25 thereof as it that section applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable. Relationship among Underwriters and Selected Dealers. We may buy Securities from or sell Securities to any Underwriter or Selected Dealer and, without consent, the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering Price less all or any part of the Concession. Unless otherwise specified in a separate agreement between you and us, this agreement does not authorize you to act as agent for: (i) us; (ii) any Underwriter; (iii) the issuer; or (iv) other seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter shall be under any obligation to you except for obligations assumed hereby or in any Written Communication from us in connection with any Offering. Nothing contained herein or in any Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another. If the Selected Dealers, among themselves or with the Underwriters, should be deemed to constitute a partnership for Federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with that election. You authorize us, in our discretion, to execute and file on your behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, you shall be liable for your proportionate amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability. Blue Sky Laws. Upon application to us, we shall inform you as to any advice we have received from counsel concerning the jurisdictions in which Securities have been qualified for sale or are exempt under the securities or blue sky laws of such jurisdictions, but we do not assume any obligation or responsibility as to your right to sell Securities in any such jurisdiction.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business business. In addition, you further represent and warrant that you are either are (i) a member in good standing of the NASD or, if you are not such a member, you are (ii) a foreign bank, broker-dealer or institution not eligible for membership in the NASD which agrees not to make no any sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making any other sales to comply with the NASD's ’s interpretation with respect to free-free riding and withholding, or (iii), solely in connection with an Exempted Securities Offering, a bank, as defined in Section 3(a)(6) of the Exchange Act, that does not otherwise fall within provision (i) or (ii) of this sentence (a “Bank”). You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's ’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will (a) if you are a member comply with the provisions of Rule 2740 of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b2) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-NASD member broker or dealer in a foreign country, you will also comply (a), as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules and (b) with Rule 2420 of the Conduct Rules as that Rule applies to a non-NASD member broker or dealer in a foreign country and (3), in connection with an Exempted Securities Offering, if you are a Bank, you will also comply, as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1), (2) and (b3) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business business. In addition, you further represent and warrant that you are either are (i) a member in good standing of the NASD orNASD, if you are not such a member, you are (ii) a foreign bank, broker-dealer or institution not eligible for membership in the NASD which agrees not to make no any sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making any other sales to comply with the NASD's ’s interpretation with respect to free-free riding and withholding, or (iii), solely in connection with an Exempted Securities Offering, a bank, as defined in Section 3(a)(6) of the Exchange Act, that does not otherwise fall within provision (i) or (ii) of this sentence (a “Bank”). You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's ’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will (a) if you are a member comply with the provisions of Rule 2740 of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b2 ) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-NASD member broker or dealer in a foreign country, you will also comply (a), as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules and (b) with Rule 2420 of the Conduct Rules as that Rule applies to a non-NASD member broker or dealer in a foreign country and (3), in connection with an Exempted Securities Offering, if you are a Bank, you will also comply, as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1), (2) and (b3) of the preceding paragraph will be applicable.

NASD. You represent Each Selected Dealer represents and warrant warrants that you are it is actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are it is not such a member, you are is a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's ’s interpretation with respect to free-free riding and withholding. You Each Selected Dealer further representrepresents, by your its participation in an Offering, that you have it has provided to us all documents and other information required to be filed with respect to youit, any related person or any person associated with you it or any such related person pursuant to the supplementary requirements of the NASD's ’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree Each Selected Dealer agrees that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, you (1) it will (a) if you are a member comply with the provisions of Rule 2740 of the NASD, comply with all applicable interpretive material ("IM") and ’s Conduct Rules and (2) if it is a non-NASD member broker or dealer in a foreign country, it will also comply (a), as though it were an NASD member, with the provisions of IM-2110-1 and Rules 2730, 2740 and 2750 of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding ’s Conduct Rules and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) thereof as it that Rule applies to a non-NASD member broker or dealer in a foreign country. You Each Selected Dealer further agree agrees that, in connection with any purchase of securities from us the Purchasing Agent that is not otherwise covered by the terms of this Agreement (whether we are the Purchasing Agent is acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount Concession or other allowance is granted to youa Selected Dealer, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. The provisions of this Section 3(d) shall apply to any Offering subject to the By-Laws, rules and regulations of the NASD. You represent and warrant that you are a dealer actually engaged in the investment banking or securities business and you are either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates of America, its territories or its possessions or to persons who are citizens thereof or residents therein, therein (other than through us) and in making other sales to comply with all applicable NASD Conduct Rules, including the NASD's interpretation ’s Interpretation with respect Respect to freeFree-riding Riding and withholding. You further representWithholding, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to making sales outside the supplementary requirements United States of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such OfferingAmerica. You agree that, in connection with any purchase or sale of any of the Securities wherein a selling concession, discount or other allowance is received or granted, (i) you will comply with the provisions of Rule 2740 of the NASD Conduct Rules and (aii) if you are a non-NASD member of broker or dealer in a foreign country, you will also comply, (A) as though you were an NASD member, with the NASD, comply ’s Interpretation with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating Respect to Free-Riding and Withholding) , Rules 2730, 2740 and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with 2750 of the NASD Conduct Rules 2730 and (relating to Securities Taken in Trade), 2740 (relating to Selling ConcessionsB) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct with Rule 2420 (relating to Dealing with Non-Members) of the NASD Conduct Rules as it that Rule applies to a non-NASD member broker or dealer in a foreign country. You further agree thatrepresent that you are fully familiar with the above provisions of the Rules of Fair Practice of the NASD. You represent, by your participation in an Offering, that neither you nor any of your directors, officers, partners or “persons associated with” you (as defined in the By-Laws of the NASD) nor, to your knowledge, any “related person” (as defined in the By-Laws of the NASD, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, any NASD member participating in the offering, and any other persons associated with or related to any of the foregoing) or any broker-dealer (i) within the last eighteen months has purchased in private transactions, or intends before, at or within six months after the commencement of the public offering of the Securities, to purchase in private transactions, any securities (including warrants or options) of the issuer, its parent (if any), any guarantor or insurer of the Securities or any subsidiary of any of the foregoing or (ii) within the last twelve months had any dealings with the issuer, any guarantor or insurer of the Securities, any seller other than the foregoing or any subsidiary or controlling person of any of the foregoing (other than in connection with any purchase of securities from us the syndicate agreements relating to such Offering) as to which documents or information are required to be filed with the NASD pursuant to its Corporate Financing Rule. If we inform you that is not otherwise covered by the terms of this Agreement (whether we are acting NASD views the Offering as managersubject to Schedule E to Article IV, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a) and (b) Section 2 of the preceding paragraph will be applicableBy-Laws of the NASD, you agree that you shall, to the extent required, offer the Securities in compliance with Rule 2810 of the NASD Conduct Rules. If we inform you that the NASD views the Securities as interests in a direct participation program, you agree that you shall, to the extent required, offer the Securities in compliance with the NASD’s interpretation of Appendix F of its Rules of Fair Practice.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within NASD. You represent and warrant that neither you nor your affiliates has offered or sold or will offer or sell any of the Securities in the United State, its territories States unless you or its possessions your acting affiliate is registered as a broker-dealer under the Exchange Act and a member in good standing of the NASD (or to persons who you are citizens thereof or residents therein, acting in accordance with Exchange Act Rule 15a-6 and in making other sales to comply with Section 3(f) below) and you offer and sell the Securities in compliance with all applicable rules and issued interpretive memoranda of the NASD's interpretation with respect to free-riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's ’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will comply with the provisions of Rule 2740 of the NASD’s Conduct Rules and (a2) if you are a member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-NASD member broker or dealer in a foreign country, you will also comply (a), as though you were an NASD member, with (i) the provisions of Rules 2730, 2740 and 2750 of the NASD’s Conduct Rules and (ii) with Rule 2420 thereof as that Rule applies to a non-NASD member broker or dealer in a foreign country, and (b) if you act as a “conduit” (within the meaning of Rule 2790) for a participating NASD member with respect to the disposition of any of the Securities, you will comply with the restrictions set forth in Rule 2790 of the NASD’s Conduct Rules with respect to such disposition. You Your further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount Concession or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's ’s interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's ’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will comply with the provisions of Rule 2740 of the Conduct Rules and (a2) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Tradea), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member an NASD member, with the provisions of Rules 2730 and Conduct 2750 thereof and (b) with Rule 2420 (relating to Dealing with Non-Members) thereof as it that section applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. The provisions of this Section 3(e) shall apply to any Offering subject to the By-Laws, rules and regulations of the NASD. You represent and warrant that you are a dealer actually engaged in the investment banking or securities business and you are either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates of America, its territories or its possessions or to persons who are citizens thereof or residents therein, therein (other than through us) and in making other sales to comply with all applicable rules of the NASD, including the NASD's interpretation with respect Interpretation and Respect to freeFree-riding Riding and withholding. You further representWithholding, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to making sales outside the supplementary requirements United States of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such OfferingAmerica. You agree that, in connection with any purchase or sale of any of the Securities wherein a selling concession, discount or other allowance is received or granted, (i) you will comply with the provisions of Section 24 of Article III of the NASD's Rules of Fair Practice and (aii) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, comply with IM 2110-1 and with Conduct Rules 2730 you will also comply, (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related PersonsA) as though you were such a member an NASD member, with the provisions of Sections 8 and Conduct Rule 2420 36 thereof and (relating to Dealing B) with Non-Members) Section 25 thereof as it that section applies to a non-NASD member broker or dealer in a foreign country. You further agree thatrepresent that you are fully familiar with the above provisions of the Rules of Fair Practice of the NASD. You represent, by your participation in an Offering, that neither you nor any of your directors, officers, partners or "persons associated with" you (as defined in the By-Laws of the NASD, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) or any broker-dealer (i) within the last eighteen months has purchased in private transactions, or intends before, at or within six months after the commencement of the public offering of the Securities, to purchase in private transactions, any securities (including warrants or options) of the issuer, its parent (if any), any guarantor or insurer of the Securities or any subsidiary of any of the foregoing or (ii) within the last twelve months had any dealings with the issuer, any guarantor or insurer of the Securities, any seller other than the foregoing or any subsidiary or controlling person of any of the foregoing (other than in connection with any purchase the 5 syndicate agreements relating to such Offering) as to which documents or information are required to be filed with the NASD pursuant to its Interpretation with Respect to Review of securities from us Corporate Financing. If we inform you that is not otherwise covered by the terms of this Agreement (whether we are acting NASD views the Offering as manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted subject to you, clauses (a) and (b) Schedule E to the By-Laws of the preceding paragraph will be applicableNASD, you agree that you shall, to the extent required, offer the Securities in compliance with such Schedule and the NASD's interpretation thereof. If we inform you that the NASD views the Securities as interests in a direct participation program, you agree that you shall, to the extent required, offer the Securities in compliance with the NASD's interpretation of Appendix F of its Rules of Fair Practice.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will comply with the provisions of Rule 2740 of the Conduct Rules of the NASD and (a2) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Tradea), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member an NASD member, with the provisions of Rules 2730 and Conduct 2750 thereof and (b) with Rule 2420 (relating to Dealing with Non-Members) thereof as it that section applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's ’s interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's ’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will comply with the provisions of section 24 of Article III of the NASD’s Rules of Fair Practice and (a2) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Tradea), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member an NASD member, with the provisions of sections 8 and Conduct Rule 2420 36 thereof and (relating to Dealing b) with Non-Members) section 25 thereof as it that section applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will comply with the provisions of Rule 2740 of the Conduct Rules of the NASD and (a2) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Tradea), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules and (b) with Rule 2420 (relating to Dealing with Non-Members) of the Conduct Rules as it that Rule applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's ’s interpretation with respect to free-riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's ’s interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you will (a) if you are a member of the NASD, comply with all applicable interpretive material ("“IM"”) and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as managerLead Manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a) and (b) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concessionConcession, discount or other allowance is received or granted, (1) you will comply with the provisions of Rule 2740 of the Conduct Rules of the NASD and (a2) if you are a non-NASD CHI99 4594812-7.021110.0014 member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Tradea), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member an NASD member, with the provisions of Rules 2730, 2740, 2750, and Conduct 2790 thereof and (b) with Rule 2420 (relating to Dealing with Non-Members) thereof as it that section applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concessionConcession, discount or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-free riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, (1) you will comply with the provisions of section 24 of Article III of the NASD's Rules of Fair Practice and (a2) if you are a non-NASD member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) broker or (b) if you are dealer in a foreign bank or dealer or institution not eligible for such membershipcountry, you will also comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Personsa) as though you were such a member an NASD member, with the provision of sections 8 and Conduct Rule 2420 36 thereof and (relating to Dealing b) with Non-Members) section 25 thereof as it that section applies to a non-NASD member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a1) and (b2) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United State, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you will (a) if you are a member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Non- Members) as it applies to a non-member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a) and (b) of the preceding paragraph will be applicable.

NASD. You represent and warrant The Selected Dealer, by becoming a member of the Selling Group, represents that you are actually it is engaged in the investment banking or securities business and either are that it is (a) a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"), and will comply with all applicable rules of the NASD, including but not limited to NASD orConduct Rule 2740, if you are not such a member, you are or (b) a foreign bank, dealer or institution that is not eligible for membership in the NASD which agrees and that has agreed: (i) not to make no sales sell Units within the United StateStates of America, its territories or its possessions or to persons who are citizens thereof or residents therein; (ii) that any and all sales by the Selected Dealer shall be in compliance with Rule 2790 of the NASD's Conduct Rules; (iii) to comply, as though it were a member of the NASD, with Rules 2730, 2740 and 2750 of the NASD's Conduct Rules, and in making other sales to comply with Rule 2420 thereof as that Rule applies to a non-member broker or dealer in a foreign country. The Selected Dealer represents that neither the Selected Dealer nor any of its directors, officers, partners or persons associated with the Selected Dealer (as defined in the By-Laws of the NASD) nor, to the Selected Dealer's interpretation knowledge, any "related person" (as defined by the NASD in its Interpretation Relating to Review of Corporate Financing, which term includes counsel, financial consultants and advisors, finders, members of the selling or distribution groups and any other persons associated with respect or related to freeany of the foregoing) or any other broker-riding dealer has had, within the last 12 months, any dealings with the Company or any controlling shareholders thereof (other than relating to this Agreement) as to which documents or information are required to be filed with the NASD pursuant to its Interpretation Relating to Review of Corporate Financing. The Selected Dealer further represents and withholding. You further representwarrants, by your its participation in an the Offering, that you have it has provided to us MCF all documents and other information required to be filed with respect to youthe Selected Dealer, any related person or any person associated with you the Selected Dealer or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such the Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you will (a) if you are a member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a) and (b) of the preceding paragraph will be applicable.

NASD. You represent and warrant that you are actually engaged in the investment banking or securities business and either are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to make no sales within the United StateStates, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply with the NASD's interpretation with respect to free-riding and withholding. You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD's interpretation with respect to review of corporate financing as such requirements relate to such Offering. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you will (a) if you are a member of the NASD, comply with all applicable interpretive material ("IM") and Conduct Rules of the NASD, including, without limitation, IM 2110-1 (relating to Free-Riding and Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or (b) if you are a foreign bank or dealer or institution not eligible for such membership, comply with IM 2110-1 and with Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions) and 2750 (relating to Transactions With Related Persons) as though you were such a member and Conduct Rule 2420 (relating to Dealing with Non-Members) as it applies to a non-member broker or dealer in a foreign country. You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as managerLead Manager, as member of an underwriting syndicate or a selling group or otherwise), if a selling concession, discount or other allowance is granted to you, clauses (a) and (b) of the preceding paragraph will be applicable.