Extract to table

Resolution 3 — Compliance Guidelines RESOLVED, that all TTW communications authorized hereunder shall be conducted in strict compliance with Section 5(d) of the Securities Act and all other applicable federal and state securities laws, and the authorized officers of the Company and the authorized representatives of the Underwriters shall adhere to the following compliance guidelines: (a) Eligible Participants

The Underwriters shall be responsible for confirming the eligibility status of each prospective meeting participant prior to scheduling any TTW meeting

No orders, indications of interest, or commitments to purchase securities of the Company shall be solicited, invited, or accepted during or in connection with any TTW meeting or communication

Participants shall make clear to all potential investors that no offers to sell and no solicitations of offers to buy are being made, and that any investment decision must be based solely on the information contained in the preliminary prospectus included in the Registration Statement

Participants in TTW meetings shall not disclose material non-public information beyond the information contained in the filed Registration Statement and the approved TTW Script

In the event that a question is raised during a TTW meeting that would require the disclosure of information not contained in the Registration Statement or the TTW Script, the presenter shall decline to answer the question and shall refer the inquiry to Calderwood & Harkness LLP or the Company's General Counsel for guidance