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SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

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Table of Contents<br />

Plan, or any person investing the assets of any Plan, unless its purchase and holding of any such securities will not constitute or result<br />

in a non-exempt prohibited transaction under ERISA or the Code or a similar violation of any applicable Similar Laws. Each<br />

purchaser and holder of the common stock or Series G Preferred Stock or any interest in the common stock or Series G Preferred<br />

Stock will be deemed to have represented by its purchase and holding of the common stock or Series G Preferred Stock that either:<br />

• it is not a Plan and is not purchasing or holding the shares of such security or any interest in<br />

such security on behalf of or with the assets of any Plan; or<br />

• its purchase and holding of any of the shares of common stock or Series G Preferred Stock or<br />

interest in any of the common stock or Series G Preferred Stock will not constitute or result in a<br />

non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or<br />

a similar violation of any applicable Similar Laws.<br />

Due to the complexity of these rules and the penalties imposed upon persons involved in non-exempt prohibited transactions, it is<br />

important that any person considering the purchase or holding of the common stock or Series G Preferred Stock on behalf of or with<br />

the assets of any Plan consult with its counsel regarding the consequences under ERISA, the Code and any applicable Similar Laws,<br />

whether any exemption would be applicable, and whether all conditions of such exemption have been satisfied such that the purchase<br />

and holding of the common stock or Series G Preferred Stock by the Plan is entitled to full exemptive relief thereunder.<br />

Nothing herein shall be construed as, and the sale of shares of common stock or Series G Preferred Stock to a Plan is in no<br />

respect, a representation by us or the selling stockholders that any investment in the common stock or Series G Preferred Stock would<br />

meet any or all of the relevant legal requirements with respect to investment by, or is appropriate for, Plans generally or any particular<br />

Plan.<br />

S-32

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