Common use of Purchase, Sale and Delivery of the Shares Clause in Contracts

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholder agrees to sell to the Underwriterseach Underwriter, and each Underwriter, severally and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company Selling Shareholder at a purchase price per Share of $____ the number of Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Schedule 1 I hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price Delivery of certificates, and payment of the Shares shall be $_____. Payment purchase price, for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner Fulbright & CompanyJawoxxxx X.X.P. at 666 Xxxxx Xxxxxx, L.L.C.Xxx Xxxx, 5445 DTC ParkwayXxx Xxxx 00000, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other location as shall be agreed upon by the Company by at least two full days' notice in writing, upon delivery of and the Shares to the RepresentativeRepresentatives. Such delivery and payment shall be made at 10:00 9:30 a.m., Mountain TimeNew York City time, on the third business day following the March __, 1999 or at such other time of the initial public offering, and date as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on agreed upon by the fourth business day following Representatives and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares by wire transfer or by certified or official bank check in clearing house of federal funds payable to the order of Selling Shareholder. The certificates for the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Firm Shares to you. Certificates for the Shares purchased shall be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such name or names and in such authorized denominations as you may request in writing at least the Representatives shall request, not less than two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery the Firm Shares will be made available to the Representatives at least one full such office or such other place as the Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyPurchaser, and the Underwriters, severally and not jointly, agree Purchaser agrees to purchase from the Company Company, 35,000 Shares of Series E Stock at $100.00 per Share. In connection with the number purchase and sale of Firm Shares Shares, for no additional consideration (a) the Purchaser and MAG will receive Warrants to purchase up to an aggregate of 430,504 shares of Common Stock calculated by dividing $2,333,333 by the Market Price as of September 20, 2004, subject to adjustment as set forth opposite in the Underwriters' names in Schedule 1 heretoWarrants. The allocation of the Warrants is set forth on the signature page of this Subscription Agreement. One or more certificates in definitive form for the Shares that the Purchaser have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchaser, of the purchase price per Firm Share therefor by wire transfer of immediately available funds to be paid by the Underwriters shall be $______. The initial public offering price account of the Shares shall be $_____Company previously designated by it in writing. Payment Such delivery of and payment for the Firm Shares by and the Underwriters Warrants shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & CompanyMAG, L.L.C.000 Xxxxx Xxxxxx Xxxxxx, 5445 DTC ParkwayXxxxx 0000, Suite 940, Greenwood Xxx Xxxxxxx, Xxlorado 80111Xxxxxxxxxx 00000, at not later than 12:00 noon (Los Angeles time) on Wednesday, September 29, 2004 (the “Closing”), or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such date as the Purchaser and the Company by at least two full days' notice in writingmay agree upon, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The such time and date of such delivery and against payment are being herein called referred to as the "“Closing Date." Delivery ”. The aggregate $3.5 million Purchase Price for the Series E Stock (the “Purchase Price”) shall be paid by wire transfer of immediately available funds to the Shares may be madeattorneys’ escrow account of Xxxxxxx, Xxxxxx Xxxxxxxxx Xxxx & Xxxxxx, LLP, counsel to the Company, or at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements request of the Company herein contained, but (subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date execution of the Registration StatementGMI Stock Purchase Agreement) to the attorneys’ escrow account of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxx LLP, by written notice by as Escrow Agent, under the Representative GMI Securities Purchase Agreement. At the Closing or not later than five (5) days after completion of the Closing, (a) the Company shall deliver one or more duly executed certificates evidencing the Series E Stock to the Purchaser to his or its address designated in writing to the Company. Such notice , (b) the escrow shall set forth release the aggregate number of Additional Shares as to which the option is being exercised, $210,000 due diligence fee and the time $15,000 legal fees to MAG and date, as determined by (c) the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date escrow shall be earlier than release the Closing Date nor earlier than the third business day after the date on which the notice balance of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable Purchase Price to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this GMI Stock Purchase Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% executed by September 21, 2004 (unless extended by mutual agreement of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory parties to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such caseGMI Stock Purchase Agreement to not later than September 30, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement2004), the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement escrowed funds shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter immediately returned to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderPurchaser.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase from the Company Company, at a price of $48.25 per share (the "Share Price"), the number of Firm Shares set forth opposite the Underwriters' their respective names in on Schedule 1 A hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on On the basis of the representations, warranties, covenantsagreements and covenants contained in this Agreement, and agreements subject to its terms and conditions, the Company agrees to issue and sell to the Initial Purchasers the Additional Shares, if any, and the Initial Purchasers shall have a one-time right to purchase, severally and not jointly, up to 500,000 Additional Shares from the Company at the Share Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Company herein contained, but subject Firm Shares. The Initial Purchasers may exercise their right to purchase Additional Shares in whole or in part by giving written notice thereof to the terms and conditions herein set forth, Company at any time and from time to time on or before within 30 days after the 45th day following the Effective Date date of the Registration StatementFinal Memorandum. You shall give such notice on Delivery to the Initial Purchasers of the Firm Shares shall take place at the offices of Davix Xxxx & Xardxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Xayment for the Firm Shares shall be made by written notice wire transfer at 10:00 A.M., New York City time, on June 16, 1997 (the "Closing Date") of same day funds to such bank account as the Company shall designate. The Closing Date and the location of delivery of and the form of payment for the Firm Shares may be varied by the Representative to agreement between you and the Company. Such notice shall set forth Delivery to the aggregate number Initial Purchasers of the Additional Shares as to which the option is being exercised, and the time and date, as determined be purchased by the RepresentativeInitial Purchasers shall take place at the offices of Davix Xxxx & Xardxxxx, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided000 Xxxxxxxxx Xxxxxx, howeverXxx Xxxx, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the RepresentativeXxx Xxxx. Payment Xayment for the Additional Shares shall be made by wire transfer or at 10:00 A.M., New York City time, on the date specified in the exercise notice given by certified or official you pursuant to this Section (the "Option Closing Date") of same day funds to such bank check in clearing house funds payable to the order of account as the Company at may designate. The Option Closing Date and the offices location of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing and the form of payment for the Additional Shares to youmay be varied by agreement between you and the Company. Certificates for representing the Shares purchased shall be registered in such name or names and issued in such authorized denominations as you may shall request in writing at least not later than two full business days prior to the Closing Date or Additional the Option Closing Date, as applicablethe case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. Certificates in definitive form evidencing the Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company for the respective accounts of the several Initial Purchasers against payment of the Share Price. The Company shall permit you hereby agrees not to examine offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any Common Stock of the Company 15 or any securities convertible into or exercisable or exchangeable for such Common Stock, except to the Initial Purchasers pursuant to this Agreement, and package such certificates for delivery at least one full business day prior not to file any registration statement with respect to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse securities (otherwise other than on Form S-8, the Registration Statement and the registration statement on Form S-4 relating to the Chancellor Merger (as such term is defined in the Final Memorandum)), in each case for a reason sufficient to justify the termination period of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business 90 days after the date originally fixed as of the Closing in order that any necessary changes in Final Memorandum, without the Registration Statementprior written consent of Alex. Browx & Xons Incorporated. Notwithstanding the foregoing, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor during such period (i) the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter may grant stock options pursuant to the Company. Nothing contained herein shall relieve any defaulting Underwriter =s existing stock option plans or if the Chancellor Merger is consummated, the existing stock option plans of Chancellor Broadcasting Company ("Chancellor"), (ii) the Company may issue shares of its liabilityCommon Stock upon the exercise of any option or warrant or the conversion of any security outstanding on the date hereof or granted pursuant to an existing stock option plan of the Company, or if anythe Chancellor Merger is consummated, to granted pursuant an existing stock option plan of Chancellor, (iii) the Company may issue shares of its Class A Common Stock as consideration for radio station or to radio station group acquisitions including in connection with the remaining non-defaulting Underwriters for damages occasioned Chancellor Merger and (iv) the Company may honor registration rights obligations assumed by its default hereunderit in connection with the Chancellor Merger.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to sell 4,250,000 of the Firm Shares, and the Selling Shareholder hereby agrees to sell 500,000 of the Firm Shares, to the several Underwriters, and each Underwriter, severally and not jointly, and agrees to purchase the Underwritersnumber of shares of the Firm Shares set opposite that Underwriter's name in SCHEDULE I hereto, severally and not jointly, agree at $_____ per share. Each Underwriter shall be obligated to purchase from the Company Company, and the Selling Shareholder, that number of the Firm Shares which represents the same proportion of the number of the Firm Shares to be sold by the Company as the number of shares of the Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Schedule 1 heretoSCHEDULE I represents of the total number of shares of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase price per Firm Share to be paid by obligations of the Underwriters shall be $______. The initial public offering price of with respect to the Firm Shares shall be $_____rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. Payment Delivery of certificates, and payment of the purchase price, for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner Bear, Xxxxxxx & CompanyCo. Inc., L.L.C.000 Xxxx Xxxxxx, 5445 DTC ParkwayXxx Xxxx, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111Xxx Xxxx 00000, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representativesuch other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeNew York time, on the third or fourth business day (as permitted under Rule 15c6-1 of the Exchange Act) following the time determination of the initial public offeringoffering price pursuant to this SECTION 2 (unless such time and date are postponed in accordance with the provisions of SECTION 9 hereof), or at such other time as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on agreed upon by you, the fourth business day following Selling Shareholder and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Firm Shares shall be made to you for the respective accounts of the several Underwriters against payment by wire transfer or by certified or official bank check in clearing house funds payable the several Underwriters through the Representatives of the purchase price for the Firm Shares to the order of the Company at and the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, Selling Shareholder by certified or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice official bank checks payable in writing, upon delivery of certificates representing the Additional Shares to youNew York Clearing House next-day funds. Certificates for the Firm Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall and the Selling Shareholder will permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, (a) the Company agrees to sell to the UnderwritersUnderwriters 2,000,000 of the Shares, (b) each such Underwriter agrees, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company Company, pro rata, at a purchase price of $25.00 per share, the number of Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Schedule 1 I hereto. The purchase price per Firm Share to be paid by Company will deliver definitive certificates for the Shares through the facilities of the Depository Trust Company for the accounts of the Underwriters shall be $______. The initial public offering price of against payment to the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made Company by wire transfer or by certified or official bank check in clearing house funds, payable (pursuant to wire transfer instructions provided to the order Underwriters by the Company), of the Company aggregate purchase price for the Shares sold by them to the several Underwriters, at the offices of J.P. Turner & CompanyBryax Xxxx XXX, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeNew York time, on April 28, 1998 or on such other date not later than three full business days thereafter as you and the third business day following the time of the initial public offeringCompany may agree, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and such date of such payment and delivery and payment are being herein called the "Closing Date." Delivery The number of Shares to be purchased by each Underwriter from the Company shall be determined by multiplying 2,000,000 by a fraction, the numerator of which is the number of Shares to be purchased by such Underwriter as set forth opposite its name in Schedule I and the denominator of which is 2,000,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). It is understood that any Underwriter, individually, may (but shall not be obligated to) make payment on behalf of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice other Underwriters whose payment shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall not have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days received prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, . Any such payment by an Underwriter shall not relieve the Company shall immediately give notice thereof other Underwriters of any of their obligations hereunder. It is understood that the Underwriters propose to offer the Shares to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and public upon the terms herein and conditions set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes forth in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderStatement hereinafter defined.

Purchase, Sale and Delivery of the Shares. On the basis of the ----------------------------------------- representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to sell to the Underwriters, severally and not jointly, several Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company Company, at $_____ per share, the number of Firm Shares set forth opposite the Underwriters' respective names in Schedule 1 hereto. The purchase price per Firm Share to be paid by of the Underwriters shall be in Column (1) of Schedule I hereto and (ii) the Selling Shareholders agrees to sell to the several Underwriters and the Underwriters, severally and not jointly, agree to purchase from each of the Selling Shareholders, at $______. The initial public offering price of the Shares shall be $______ per share the number of Firm Shares set forth opposite the respective names of the Underwriters in Column (2) of Schedule I hereto. Payment The number of Firm Shares to be sold by the Selling Shareholders to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by the Selling Shareholders as the number of Firm Shares set forth opposite the name of such Underwriter in Column (2) of Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Delivery of certificates, and payment of the purchase price, for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner Xxxxxxxxxx & CompanyCody, L.L.C.LLP, 5445 DTC Parkway0000 Xxxxxxxxx Xxxxxx, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111Xxxxxxx 00000, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representativesuch other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m.A.M., Mountain TimeNew York time, on the third full business day following after this Agreement becomes effective, or, at the time election of the initial public offeringRepresentatives, as defined in Section 10(a) hereofon the fourth full business day after this Agreement becomes effective, unless the Commission declares the Registration Statement if it becomes effective after 4:30 p.m. Eastern timeP.M. New York time (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), in which event delivery and payment or at such other time not later than the seventh full business day thereafter as shall be made on agreed upon by you, the fourth business day following Selling Shareholders and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." ". Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Firm Shares shall be made to you for the respective accounts of the several Underwriters against payment by wire transfer or by certified or official bank check in clearing house funds payable the several Underwriters through the Representatives of the purchase price for the Firm Shares to the order of the Company at and each of the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, Selling Shareholders by certified or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice official bank checks payable in writing, upon delivery of certificates representing the Additional Shares to youNew York Clearing House (next day) funds. Certificates for the Firm Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall and the Selling Shareholders will permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect theretothe Closing Date. If for any reason one or more In addition, the Company hereby grants to the several Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) option to purchase up to 504,852 Additional Shares at the same purchase price per share to be paid by the several Underwriters to the Company and pay the Selling Shareholders for the number Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares agreed by the several Underwriters. This option may be exercised at any time (but not more than once) on or before the thirtieth day following the effective date of the Registration Statement, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be purchased by delivered (such Underwriter, date and time being herein sometimes referred to as the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase"Additional Closing Date"); provided, however, that ------------------ the non-defaulting Underwriters Additional Closing Date shall not be obligated to purchase earlier than the Firm Shares Closing Date or earlier than the second full business day after the date on which the defaulting option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter or Underwriters agreed shall be the number which bears the same ratio to purchase in excess the aggregate number of 10% of Additional Shares being purchased as the total number of Firm Shares which set forth opposite the name of such non-defaulting Underwriter agreed in Column (2) of Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to purchase hereunder3,365,685, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentencessubject, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred tohowever, to make arrangements with other underwriters such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the Additional Shares shall be made by certified or purchasers satisfactory official bank check, in New York Clearing House (next day) funds, payable to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except (and each of the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liabilitySelling Shareholders, if any) at the offices of Xxxxxxxxxx & Cody, LLP, 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to you for the Company or to respective accounts of the remaining non-defaulting Underwriters for damages occasioned by its default hereunderUnderwriters.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a price of $42.14 per Share, 3,500,000 Firm Shares. Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Underwriter. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on December 7, 2007 or at such other time and date thereafter as the Underwriter and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Underwriter requests in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Underwriter at least one business day prior to the Closing Date at such place as the Underwriter, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriter to purchase from the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Underwriter to the Company setting forth the number of Firm Option Shares set forth opposite as to which the Underwriters' names in Schedule 1 heretoUnderwriter is exercising the option and the time and date at which such Option Shares are to be delivered. The purchase price per Firm Share time and date at which the Option Shares are to be paid delivered shall be determined by the Underwriters Underwriter but shall not be $______earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The initial public offering price option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offeringUnderwriter. The time and date of Underwriter may cancel such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time prior to time on or before the 45th day following the Effective Date of the Registration Statement, its expiration by giving written notice by the Representative of such cancellation to the Company. Such notice shall set forth To the aggregate number of Additional Shares as to which extent, if any, that the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner & CompanyUBS Securities LLC, L.L.C.200 Xxxx Xxxxxx, 5445 DTC ParkwayXxx Xxxx, Suite 940Xxx Xxxx, Greenwood Xxxxxxxat 10:00 a.m. New York time, Xxlorado 80111on the Option Closing Date. To the extent, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may request the Underwriter requests in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Underwriter at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, DTC and the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees Selling Shareholders agree to sell to the several Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company Selling Shareholders, at $___________ per share, the number of Firm Shares set forth opposite the Underwriters' respective names of the Underwriters in Schedule 1 I hereto. The purchase price per number of Firm Share Shares to be paid sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares to be sold by the Selling Shareholders, subject to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. The Selling Shareholders will have no obligation to sell to the Underwriters any of the Firm Shares hereunder unless the Underwriters purchase all of the Firm Shares hereunder. None of the Selling Shareholders shall be $______. The initial public offering price obligated to deliver any of the Shares shall except upon payment for all of the Shares then to be $_____purchased hereunder or as hereinafter provided. Payment Delivery of certificates and payment of the purchase price for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner Bear, Steaxxx & CompanyXo. Inc., L.L.C.245 Xxxx Xxxxxx, 5445 DTC ParkwayXxx Xxxx, Suite 940Xxx Xxxx 00000, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representativesuch other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m.A.M., Mountain TimeNew York time, on the third fourth full business day following the time determination of the initial public offeringpurchase price pursuant to this Section 2 (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on agreed upon by you and the fourth business day following the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." ". Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.Firm

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants, agreements and agreements of the Company herein contained, but covenants contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to sell to each of the Underwriters, severally and each of the Underwriters, individually and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company Company, at a purchase price of $______ per Share, the number respective amount of Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Schedule 1 hereto3 to this Agreement. The One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase under this Agreement, and registered in such name or names as you request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to you on the Closing Date for the respective accounts of the several Underwriters, against payment by or on behalf of the Underwriters of the purchase price per therefor by certified or official bank checks drawn upon or by a New York Clearing House bank and payable in next-day funds to the order of the Company or at the option of the Underwriters, by wire transfer to the account of the Company in same-day funds. Such delivery of, and payment for, the Firm Share to be paid by the Underwriters Shares shall be $made at the offices of Honixxxx Xxxlxx Xxxwxxxx xxx Cohn, 0090 Xxxxx Xxxxxxxx Xxxxxxxx., Xxxxxxx, XX 00000, xx 9:30 A.M., Detroit time, on ______. The initial public offering price of the Shares shall be $________, 1996, or at such other place, time or date as you and the Company may agree upon or as you may determine pursuant to Section 9 of this Agreement, such time and date of delivery against payment being referred to in this Agreement as the "Firm Closing Date". Payment The Company will make such certificate or certificates for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable available to the order of the Company you for inspection at the offices in Detroit, Michigan of J.P. Turner the Company's transfer agent or registrar or of Ronex & CompanyXo., L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares 24 hours prior to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Firm Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______4.50. The initial public offering price of the Shares shall be $_____5.00. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & CompanySchneider Securities, L.L.C.Inc., 5445 DTC Parkway1120 Lincoln Street, Suite 940900, Greenwood XxxxxxxDenver, Xxlorado 8011180203, or at xxxx xxxxx xxxxx xx Xxxxxx, Xxxxxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise Xxxxxxxxxative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth (4th) business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & CompanySchneider Securities, L.L.C.Inc., 5445 DTC Parkway1120 Lincoln Street, Suite 940900, Greenwood XxxxxxxDxxxxx, Xxlorado 80111Xxlorado, or at xxxx such xxxxx xxxxx xx Xxxxxx, Xxxxxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx xxxermine and advise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $48.00 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on November 9, 2011 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Company the number of Firm Option Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for share as set forth in the first paragraph of this Section 32. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, giving notice at any time and from time to time on or before within 30 days after the 45th day following the Effective Date date of the Registration Statementthis Agreement, by written notice by the Representative Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date, as determined by date at which such Option Shares are to be delivered. The time and date at which the Representative, when such Additional Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date are being herein called an "Additional referred to as the “Option Closing Date"”); provided. Notwithstanding the preceding sentence, however, that no Additional Closing Date shall be earlier than if the option is exercised at least one day prior to the Closing Date nor earlier than the third business day after the date on which Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Firm Shares by the RepresentativeUnderwriters. Payment The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner Xxxxxx, Halter & CompanyXxxxxxxx LLP, L.L.C.1400 KeyBank Center, 5445 DTC Parkway000 Xxxxxxxx Xxxxxx, Suite 940Xxxxxxxxx, Greenwood XxxxxxxXX 00000, Xxlorado 80111at 10:00 a.m. New York time, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the UnderwritersUnderwriters agree, severally and not jointly, agree to purchase from the Company, the Shares at a purchase price of $10.95375 per share (the "Purchase Price"). The Company will deliver against payment of the number of purchase price the Firm Shares set forth opposite in the Underwriters' names form of one or more permanent global Securities in Schedule 1 hereto. definitive form (the "Firm Global Securities") deposited with The purchase price per Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, with any transfer taxes payable in connection with the transfer of the Firm Share Shares to be paid by the Underwriters shall duly paid. Interests in any permanent global Securities will be $______. The initial public offering price of held only in book-entry form through DTC, except in the Shares shall be $_____limited circumstances described in the Prospectus Supplement. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or the Underwriters in Federal (same day) funds by certified or official bank check in clearing house funds, payable or checks or wire transfer to an account at a bank acceptable to Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") drawn to the order of the Company XM Satellite Radio Holdings, Inc. at the offices office of J.P. Turner Xxxxxx & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., (New York time), on April 17, 2002, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two such other time not later than seven full days' notice in writingbusiness days thereafter as Xxxxxx Xxxxxxx determines, upon delivery of the Shares such time being herein referred to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date.," Delivery against delivery to DTC of the Shares may Global Securities representing all of the Shares. The Global Securities will be made, made available for checking at the option above office of Xxxxxx & Xxxxxxx at least 24 hours prior to the Representative, through the facilities of The Depository Trust CompanyClosing Date. In addition, the Company hereby grants to the Representative Underwriters the option to purchase all or a portion of the up to 2,008,050 Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share share to be paid by the Underwriters to the Company for the Firm Shares as the price per Firm Share provided for set forth in this Section 3. The Representative may purchase Additional , for the sole purpose of covering over-allotments in the sale of Firm Shares when exercising such option, in its sole discretionby the Underwriters. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time time, in whole or in part, on or before the 45th thirtieth day following the Effective Date date of the Registration StatementProspectus Supplement, by written notice by the Representative Underwriters to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the time date and datetime, as reasonably determined by the RepresentativeUnderwriters, when such the Additional Shares are to be delivered (each such date and time and date are being herein called an sometimes referred to as the "Additional Closing Date"); provided, however, that no the Additional Closing Date shall not be -------- ------- earlier than the Closing Date nor or earlier than the third second full business day after the date on which the notice of the exercise of the option shall have been given exercised nor later than the eighth full business day after the date on which such notice the option shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representativeexercised. Payment Global securities for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you the Underwriters may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall will permit you the Underwriters to examine and package such certificates global securities for delivery at least one full business day prior to any such closing with respect theretothe Additional Closing Date. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay Payment for the number Additional Shares shall be made by wire transfer in same day funds each payable to the order of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to at the Representativeoffice of Xxxxxx & Xxxxxxx, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, 00000, or such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions location as may be agreed mutually acceptable, upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% delivery of the total number of Firm certificates for the Additional Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderUnderwriters.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $47.28 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on March 7, 2011 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Company the number of Firm Option Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for share as set forth in the first paragraph of this Section 32. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, giving notice at any time and from time to time on or before within 30 days after the 45th day following the Effective Date date of the Registration Statementthis Agreement, by written notice by the Representative Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date, as determined by date at which such Option Shares are to be delivered. The time and date at which the Representative, when such Additional Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date are being herein called an "Additional referred to as the “Option Closing Date"”); provided. Notwithstanding the preceding sentence, however, that no Additional Closing Date shall be earlier than if the option is exercised at least one day prior to the Closing Date nor earlier than the third business day after the date on which Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Firm Shares by the RepresentativeUnderwriters. Payment The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner Xxxxxx, Halter & CompanyXxxxxxxx LLP, L.L.C.1400 KeyBank Center, 5445 DTC Parkway000 Xxxxxxxx Xxxxxx, Suite 940Xxxxxxxxx, Greenwood XxxxxxxXX 00000, Xxlorado 80111at 10:00 a.m. New York time, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriterseach Selling Shareholder agrees, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company sell the number of Firm Shares set forth opposite the Underwriters' names name of such Selling Shareholder in Schedule 1 heretoI hereto to the Underwriter, and the Underwriter agrees, jointly and not severally, to purchase from the Selling Shareholders, the Shares. The purchase price per Firm for each Share to be paid by the Underwriters shall be $[______] per share. The initial public offering price Shares will be delivered by the Custodian to the Underwriter for the account of the Shares shall be $_____. Payment for Underwriter against payment of the Firm Shares by the Underwriters shall be made purchase price therefor by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business same day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company Custodian, at the offices of J.P. Turner & CompanyCochran Caronia Waller Securities LLC, L.L.C., 5445 DTC ParkwayOne South Wacker Drive, Suite 9402000, Greenwood XxxxxxxXxixxxx, Xxlorado 80111XX 00000, or such other lxxxxxxx xx xxx xx xxxxxxxx acceptable, at 9:00 a.m. Central time on the third (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writingsuch other time and date as the Underwriter, upon Rakoff and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "Closing Date." If the Underwriter so elect, delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall may be registered in such name or names and in such authorized denominations as you may request in writing at least two made by credit through full business days prior fast transfer to the Closing Date or Additional Closing Date, as applicable. accounts at The Depository Trust Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt designated by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenantswarranties and covenants herein contained, and agreements subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustment in accordance with Section 9 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in same day funds by wire transfer or certified or bank cashier's checks drawn to the order of the Company against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made at the offices of Alex. Browx & Xons Incorporated, 135 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, xx 10:00 a.m., Baltimore time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein containedreferred to as the "Closing Date." (As used herein, but "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell and the Selling Shareholders listed on Schedule II hereto hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by the Company and such Selling Shareholders is set forth opposite their respective names on Schedule II hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, severally and not jointly, to the Company and the UnderwritersCustodian setting forth the number of Option Shares as to which the several Underwriters are exercising the option, severally the names and not jointlydenominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. If the option granted hereby is exercised in part, agree the respective number of Option Shares to purchase from be sold by the Company and each of the Selling Shareholders listed in Schedule II hereto shall be determined on a pro rata basis in accordance 6 7 with the percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares set forth opposite being purchased by such Underwriter bears to the Underwriters' names total number of Firm Shares, adjusted by you in Schedule 1 heretosuch manner as to avoid fractional shares. The purchase price per Firm Share option with respect to the Option Shares granted hereunder may be paid by exercised only to cover over-allotments in the Underwriters shall be $______. The initial public offering price sale of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made by wire transfer or on the Option Closing Date in New York Clearing House funds by certified or official bank cashier's check in clearing house funds, payable drawn to the order of the Company for the Option Shares to be sold by it and to the order of "GeoTel Communications Corporation, as Custodian" for the Option Shares to be sold by the Selling Shareholders listed on Schedule II against delivery of certificates therefor at the offices of J.P. Turner Alex. Browx & Xons Incorporated, 135 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. (d) Certificates in negotiable form for the total number of the Option Shares to be sold hereunder by the Selling Shareholders have been placed in custody with the Company as custodian (the "Custodian") pursuant to the Custodian Agreement executed by each Selling Shareholder for delivery of any Option Shares to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that any Option Shares represented by the certificates held in custody for the Selling Shareholders under the Custodian Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholders (or by any other person, firm or corporation including the Company, L.L.C.the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence of any other event or events, 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise except as set forth in the Company by at least two full days' notice in writing, upon Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Option Shares to hereunder, certificates for the Representative. Such delivery and payment Option Shares shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised delivered by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to Custodian in accordance with the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the provisions proceeds of Section 10 hereof) to purchase and pay for sale of the number of Firm Option Shares agreed to be purchased held by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative it against delivery of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchaseOption Shares. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder3.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants, agreements and agreements of the Company herein contained, but covenants contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to sell to each of the Underwriters, severally and each of the Underwriters, individually and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The Company, at a purchase price per Firm Share equal to be paid by the Underwriters shall be $_______ per Firm Share the number of shares set forth opposite the name of such Underwriter in Schedule 1 to this Agreement. The initial public offering price of the Shares shall be $_____. Payment One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase under this Agreement, and in such denomination or denominations and registered in such name or names as you request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to you on the Closing Date for the respective accounts of the several Underwriters, against payment by or on behalf of the Underwriters shall be made by wire transfer or of the purchase price therefor by certified or official bank check checks drawn upon or by a New York Clearing House bank and payable in clearing house funds, payable next-day funds to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the RepresentativeUnderwriters, through the facilities of The Depository Trust Company. In addition, the Company hereby grants by wire transfer to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements account of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th in same-day following the Effective Date of the Registration Statement, by written notice by the Representative to the Companyfunds. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exerciseddelivery of, and payment for, the Firm Shares shall be made at the offices of Fifth Third/The Ohio Company, 155 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, xx 9:30 A.M., local time, on __________, 1998, or at such other place, time or date as you and datethe Company may agree upon or as you may determine pursuant to Section 9 of this Agreement, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an of delivery against payment being referred to in this Agreement as the "Additional Firm Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which . The Company will make such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificate or certificates for the Additional Firm Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable available to the order of the Company you for inspection at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by _______________ at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days 24 hours prior to the Closing Date or Additional Firm Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $51.36 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on February 27, 2012 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Company the number of Firm Option Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for share as set forth in the first paragraph of this Section 32. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, giving notice at any time and from time to time on or before within 30 days after the 45th day following the Effective Date date of the Registration Statementthis Agreement, by written notice by the Representative Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date, as determined by date at which such Option Shares are to be delivered. The time and date at which the Representative, when such Additional Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date are being herein called an "Additional referred to as the “Option Closing Date"”); provided. Notwithstanding the preceding sentence, however, that no Additional Closing Date shall be earlier than if the option is exercised at least one day prior to the Closing Date nor earlier than the third business day after the date on which Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Firm Shares by the RepresentativeUnderwriters. Payment The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner Xxxxxx, Halter & CompanyXxxxxxxx LLP, L.L.C.The Calfee Building, 5445 DTC Parkway0000 Xxxx Xxxxx Xxxxxx, Suite 940Xxxxxxxxx, Greenwood XxxxxxxXX 00000, Xxlorado 80111at 10:00 a.m. New York time, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the UnderwritersSelling Stockholder, severally and not jointly, agree to sell to the Underwriter and the Underwriter agrees to purchase from the Company and the number of Firm Shares set forth opposite Selling Stockholder the Underwriters' names in Schedule 1 hereto. The Shares, at a net purchase price per Firm Share to share of $44.21, the Shares. (b) Payment of the purchase price for, and delivery of certificates for, the Shares shall be paid made at the office of Xxxxx Xxxxxxx & Xxxx LLP, 0000 Xxxx Xxxxxx, Suite 2200, Dallas, Texas 75201, or at such other place as shall be agreed upon by the Underwriters shall be $______. The initial Underwriter and the Company, at 10:00 A.M. on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares Shares), or such other time not later than ten business days after such date as shall be $_____. Payment for the Firm Shares agreed upon by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of Underwriter and the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The (such time and date of such payment and delivery and payment are being herein called the "Closing Date." Delivery "). Payment shall be made to the Company and the Selling Stockholder by wire transfer in same day funds, against delivery to the Underwriter for the account of the Underwriter of certificates for the Shares to be purchased by it. Certificates for the Shares shall be registered in such name or names and in such authorized denominations as the Underwriter may request in writing at least two full business days prior to the Closing Date. The Underwriter will be made, permitted to examine and package such certificates for delivery at least one full business day prior to the option of the Representative, through the facilities of The Depository Trust CompanyClosing Date. (c) In addition, the Company hereby grants and the Selling Stockholder hereby, severally and not jointly, grant to the Representative Underwriters the option to purchase all or a portion of the up to 150,000 and 75,000 Additional Shares as may be necessary to cover over-allotmentsShares, respectively, at the same purchase price per Additional Share share to be paid by the Underwriters to the Company and the Selling Stockholder for the Firm Shares as the price per Firm Share provided for set forth in this Section 3. The Representative may purchase Additional , for the sole purpose of covering over-allotments in the sale of Firm Shares when exercising such option, in its sole discretionby the Underwriters. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time and at any time, in whole or in part, on or before the 45th thirtieth day following the Effective Date date of the Registration StatementProspectus, by written notice by the Representative you to the CompanyCompany and the Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the time date and datetime, as reasonably determined by the Representativeyou, when such the Additional Shares are to be delivered (each such date and time and date are being herein called an sometimes referred to as the "Additional Closing Date"); provided, however, that no the Additional Closing Date shall not be earlier than the Closing Date nor or earlier than the third second full business day after the date on which the notice of the exercise of the option shall have been given exercised nor later than the eighth full business day after the date on which such notice the option shall have been given; exercised (unless such time and further provided, that not more than two Additional Closings shall be noticed and held following date are postponed in accordance with the initial purchase provisions of Additional Shares by the RepresentativeSection 10 hereof). Payment Certificates for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you You will be permitted to examine and package such certificates for delivery at least one full business day prior to any such closing with respect theretothe Additional Closing Date. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay Payment for the number Additional Shares shall be made by wire transfer in same day funds at the offices of Firm Shares agreed to be purchased by Xxxxx Xxxxxxx & Xxxx LLP, 0000 Xxxx Xxxxxx, Suite 2200, Dallas, Texas 75201, or such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions location as may be agreed mutually acceptable to you and the Company, upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% delivery of the total number of Firm certificates for the Additional Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that you for the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation respective accounts of the net capital rule of the Commission or other applicable lawUnderwriters. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder4.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $______. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & CompanySchnxxxxx Xxxurities, L.L.C.Inc., 5445 DTC Parkway1120 Xxxxxxx Xxxxxx, Suite 940Xxxxx 000, Greenwood XxxxxxxXxxxxx, Xxlorado 80111Xxxxxxxx 00000, or xx at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other place in Denver, Colorado as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Shares to the 13 Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth (4th) business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & CompanySchnxxxxx Xxxurities, L.L.C.Inc., 5445 DTC Parkway1120 Xxxxxxx Xxxxxx, Suite 940Xxxxx 000, Greenwood XxxxxxxXxxxxx, Xxlorado 80111Xxxxxxxx, or xx at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On (a) Subject to the terms and conditions herein set forth and on the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell 5,000,000 Firm Shares to the Underwriters, severally and each Underwriter agrees, severally, but not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares Shares, set forth opposite the Underwriters' names in name of such Underwriter on Schedule 1 I hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The Payment of the purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for for, and delivery of, the Firm Shares by the Underwriters Shares, shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner Xxxxxx & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111000 Xxxxx Xxxxxx, or Xxx Xxxx, Xxx Xxxx 00000 at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, 9:30 a.m. (New York time) on the third business day following (unless postponed in accordance with this Agreement or, if the time of the initial public offeringFirm Shares are priced, as defined in Section 10(acontemplated by Rule 15c6-1(c) hereofunder the Exchange Act, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern p.m., New York time, in which event delivery and payment shall be made on the fourth business day day) following the date of this Agreement or at such other time or on such other date but not later than ten business days after such date as shall be mutually agreed in writing between the Company and Bear, Xxxxxxx & Co. Inc. on behalf of the initial public offering. The Representatives (the time and date of such payment and delivery and payment are being herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3FIRST CLOSING DATE"). The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on shall deliver or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are cause to be delivered (each the Firm Shares in such time denominations and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you Bear, Xxxxxxx & Co. Inc. on behalf of the Representatives may request in writing at least two full business days prior to the First Closing Date. Payment shall be made to the Company on the First Closing Date by certified or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business official bank check or checks drawn in federal funds or same day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof funds payable to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred or by the Representative as provided wire transfer in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter same day funds to the Company. Nothing contained herein shall relieve any defaulting Underwriter , against delivery to Bear, Xxxxxxx & Co. Inc. on behalf of its liabilityRepresentatives, if anyon behalf of the Underwriters, to of the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.Firm

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0295 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on April 18, 2007 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the number of Firm Option Shares set forth opposite as to which the Underwriters' names in Schedule 1 heretoseveral Underwriters are exercising the option and the time and date at which such Option Shares are to be delivered. The purchase price per Firm Share time and date at which the Option Shares are to be paid delivered shall be determined by the Underwriters Representatives but shall not be $______earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The initial public offering price option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offeringUnderwriters. The time and date of Representatives may cancel such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time prior to time on or before the 45th day following the Effective Date of the Registration Statement, its expiration by giving written notice by the Representative of such cancellation to the Company. Such notice shall set forth To the aggregate number of Additional Shares as to which extent, if any, that the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner & CompanyUBS Securities LLC, L.L.C.200 Xxxx Xxxxxx, 5445 DTC ParkwayXxx Xxxx, Suite 940Xxx Xxxx, Greenwood Xxxxxxxat 10:00 a.m. New York time, Xxlorado 80111on the Option Closing Date. To the extent, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyPurchaser, and the Underwriters, severally and not jointly, agree Purchaser agrees to purchase from the Company Company, the number of Firm Shares of Common Stock at $1.50 per Share in the amount shown on the signature page hereto. In connection with the purchase and sale of Shares, for no additional consideration and as part of the Units purchased, the Purchaser will receive Warrants to purchase 17,500 Warrant Shares for each Unit Purchased or such other number of shares as shall represent 105% warrant coverage, subject to adjustment as set forth opposite in the Underwriters' names Warrants. One or more certificates in Schedule 1 hereto. The definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, of the purchase price per Firm Share therefor by wire transfer of immediately available funds to be paid by the Underwriters shall be $______. The initial public offering price account of the Shares shall be $_____Company previously designated by it in writing. Payment Such delivery of and payment for the Firm Shares by and the Underwriters Warrants shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Companyeach of the Purchasers, L.L.C.at not later than 12:00 noon (New York time) on or before November 15, 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 801112004 (the "CLOSING"), or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such date as the Purchasers and the Company by at least two full days' notice in writingmay agree upon, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The such time and date of such delivery and against payment are being herein called referred to as the "Closing DateCLOSING DATE." Delivery Each Purchaser shall make payment in full for all Units purchased by wire transfer of immediately available funds to the Shares may be madeescrow account of Gersten Savage Kaplowitz Wolf & Marcus, LLP, at the option of the Representativeaccount set forxx xxxxw: Xxxxlinx Xxxxonal Bank 500 Seventh Avenue New York, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.New York 10018 XXX XX 000000000 XXXX XX 00 00000000 Gersten Xxxxxx XXLA Account

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.0525 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representative. Such payment and delivery are to be made at the offices of UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on July 7, 2008 or at such other time and date thereafter as the Representative and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representative to the Company setting forth the number of Firm Option Shares set forth opposite as to which the Underwriters' names in Schedule 1 heretoseveral Underwriters are exercising the option and the time and date at which such Option Shares are to be delivered. The purchase price per Firm Share time and date at which the Option Shares are to be paid delivered shall be determined by the Underwriters Representative but shall not be $______earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The initial public offering price option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3Underwriters. The Representative may purchase Additional Shares when exercising cancel such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time prior to time on or before the 45th day following the Effective Date of the Registration Statement, its expiration by giving written notice by the Representative of such cancellation to the Company. Such notice shall set forth To the aggregate number of Additional Shares as to which extent, if any, that the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner & CompanyUBS Securities LLC, L.L.C.000 Xxxx Xxxxxx, 5445 DTC ParkwayXxx Xxxx, Suite 940Xxx Xxxx, Greenwood Xxxxxxxat 10:00 a.m. New York time, Xxlorado 80111on the Option Closing Date. To the extent, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may request the Representative requests in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representative at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representative, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $42.00 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on December 6, 2010 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Company the number of Firm Option Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for share as set forth in the first paragraph of this Section 32. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, giving notice at any time and from time to time on or before within 30 days after the 45th day following the Effective Date date of the Registration Statementthis Agreement, by written notice by the Representative Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date, as determined by date at which such Option Shares are to be delivered. The time and date at which the Representative, when such Additional Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date are being herein called an "Additional referred to as the “Option Closing Date"”); provided. Notwithstanding the preceding sentence, however, that no Additional Closing Date shall be earlier than if the option is exercised at least one day prior to the Closing Date nor earlier than the third business day after the date on which Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Firm Shares by the RepresentativeUnderwriters. Payment The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner Xxxxxx, Halter & CompanyXxxxxxxx LLP, L.L.C.1400 KeyBank Center, 5445 DTC Parkway000 Xxxxxxxx Xxxxxx, Suite 940Xxxxxxxxx, Greenwood XxxxxxxXX 00000, Xxlorado 80111at 10:00 a.m. New York time, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriterseach Underwriter and each Underwriter, severally and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company at a purchase price of $______________ per Share, the number of Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Column (1) of Schedule 1 I hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price Delivery of certificates, and payment of the Shares shall be $_____. Payment purchase price, for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & CompanyING Baring Xxxxxx Xxxx LLC at 000 Xxxx Xxxxxx, L.L.C.Xxx Xxxx, 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111Xxx Xxxx 00000, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other location as shall be agreed upon by the Company by at least two full days' notice in writing, upon delivery of and the Shares to the RepresentativeRepresentatives. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeNew York City time, on the third __________, 1998 or at such other time and date not more than ten business day following the time of the initial public offering, days thereafter as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on agreed upon by the fourth business day following Representatives and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares by wire transfer or by certified or official bank check in clearing house of immediately available funds payable to an account designated to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request Representatives in writing at least two business days preceding the Closing Date. The certificates for the Shares to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as the Representatives shall request, not less than two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery the Firm Shares will be made available to the Representatives at least one full such office or such other place as the Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $45.96 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Deutsche Bank Securities Inc., 00 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on September 10, 2008 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the number of Firm Option Shares set forth opposite as to which the Underwriters' names in Schedule 1 heretoseveral Underwriters are exercising the option and the time and date at which such Option Shares are to be delivered. The purchase price per Firm Share time and date at which the Option Shares are to be paid delivered shall be determined by the Underwriters Representatives but shall not be $______earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The initial public offering price option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offeringUnderwriters. The time and date of Representatives may cancel such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time prior to time on or before the 45th day following the Effective Date of the Registration Statement, its expiration by giving written notice by the Representative of such cancellation to the Company. Such notice shall set forth To the aggregate number of Additional Shares as to which extent, if any, that the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner & CompanyDeutsche Bank Securities Inc., L.L.C.00 Xxxx Xxxxxx, 5445 DTC Parkway0xx Xxxxx, Suite 940Xxx Xxxx, Greenwood XxxxxxxXxx Xxxx, Xxlorado 80111at 10:00 a.m. New York time, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, Purchasers and each of the Purchasers severally and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share shares provided for in this Section 31(b) and Section 1(c) below (collectively, the "Shares"), which will be sold at separate closings (each, a "Closing"). The Representative may purchase Additional At each Closing: (x) the Shares when exercising such option, in its sole discretion. This option may will be exercised delivered by the Representative on Company to the basis Purchasers against payment of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th purchase price therefor by same day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner Smith, Stratton, Wise, Xxxxx & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111LLP, 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writingsuch other location as may be mutually acceptable; and (y) the Company shall issue and deliver to each Purchaser: (i) a stock certificate, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in the name of such name or names Purchaser and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Datefree of all restrictive legends, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for representing the number of Firm Shares agreed (or, for Purchasers who provide the necessary account information to be purchased by such Underwriterthe Company, the Company shall immediately give notice thereof to the Representativeissue and deliver such Shares in a balance account with The Depository Trust Company through its Deposit Withdrawal Agent Commission System), and (ii) the non-defaulting Underwriters legal opinion of the Company's outside counsel in the form of Exhibit C. At or prior to each Closing the Company shall have the right within 24 hours after the receipt by the Representative of such notice, deliver to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements each Purchaser a prospectus supplement with respect to all each of the Registration Statements, as applicable, reflecting the sale of the Shares (including Shares that may be issued at the Additional Closing (each a "Supplement", and together the "Supplements"). The initial closing under this Agreement (the "Initial Closing") shall take place at 10:00 a.m. Eastern Daylight Time on or about October 17, 2003, and an additional closing (the "Additional Closing") shall take place seven (7) Business Days (as defined below) after the Period End Date (as defined below), or at such Firm Sharesother times and dates as each Purchaser and the Company mutually determine, each of such times and dates being herein referred to as the "Closing Date." Notwithstanding the foregoing, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement Additional Closing shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunderoccur if, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentencesonly if, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the at least one Purchaser has delivered a notice (an "Additional Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, Notice") to the Company or prior to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.the

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree to sell to the Underwriterseach Underwriter, and each Underwriter, severally and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company and the Selling Shareholders, at a purchase price of $______________ per Share, the number of Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Column (1) of Schedule 1 I hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price Delivery of certificates, and payment of the Shares shall be $_____. Payment purchase price, for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & CompanyING Baring Xxxxxx Xxxx LLC at 00 Xxxx 00xx Xxxxxx, L.L.C.Xxx Xxxx, 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111Xxx Xxxx 00000, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other location as shall be agreed upon by the Company by at least two full days' notice in writing, upon delivery of and the Shares to the RepresentativeRepresentatives. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeNew York City time, on the third __________, 1999 or at such other time and date not more than ten business day following the time of the initial public offering, days thereafter as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on agreed upon by the fourth business day following Representatives and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares by wire transfer or by certified or official bank check in clearing house of immediately available funds payable to an account designated to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request Representatives in writing at least two business days preceding the Closing Date. The certificates for the Shares to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as the Representatives shall request, not less than two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery the Firm Shares will be made available to the Representatives at least one full such office or such other place as the Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $56.40 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on August 10, 2012 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Computershare Shareholder Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Company the number of Firm Option Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for share as set forth in the first paragraph of this Section 32. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, giving notice at any time and from time to time on or before within 30 days after the 45th day following the Effective Date date of the Registration Statementthis Agreement, by written notice by the Representative Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date, as determined by date at which such Option Shares are to be delivered. The time and date at which the Representative, when such Additional Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date are being herein called an "Additional referred to as the “Option Closing Date"”); provided. Notwithstanding the preceding sentence, however, that no Additional Closing Date shall be earlier than if the option is exercised at least one day prior to the Closing Date nor earlier than the third business day after the date on which Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further providedis exercised, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner Xxxxxx, Halter & CompanyXxxxxxxx LLP, L.L.C.The Calfee Building, 5445 DTC Parkway0000 Xxxx Xxxxx Xxxxxx, Suite 940Xxxxxxxxx, Greenwood XxxxxxxXX 00000, Xxlorado 80111at 10:00 a.m. New York time, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. AND THE ADDITIONAL SHARES. -------------------------------------------------------------------- -16- On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company Company, the number numbers of Firm Shares shares of Common Stock set forth opposite the Underwriters' respective names of the Underwriters in Schedule 1 I hereto. The purchase price per Firm Share share of Common Stock to be paid by the Underwriters shall be $______4.60. The initial public offering price per share of the Shares Common Stock shall be $_____$ 5.00. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, New York Clearing House funds payable to the order of the Company at the offices of J.P. Turner & CompanySunrise Securities Corp., L.L.C.000 X. 00xx Xxxxxx, 5445 DTC ParkwayXxx Xxxx, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111Xxx Xxxx 00000, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other place in the New York City metropolitan area as the Representatives shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Shares to the RepresentativeRepresentatives for the respective accounts of the Underwriters. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeNew York City local time, on the third business day following the time of the initial public offering, as defined in Section 10(a11(a) hereof(unless such time and date is postponed in accordance with the provisions of Section 9(c)), unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment or at such other time as shall be made on agreed upon between the fourth business day following Representatives and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called hereinafter referred to as the "Closing Date." Delivery of Certificates for the Shares shall be registered in such name or names and in such authorized denominations as the Representatives may be made, request in writing at least two full business days prior to the option of Closing Date. The Company shall permit the Representative, through Representatives to examine and package such certificates for delivery at least one full business day prior to the facilities of The Depository Trust CompanyClosing Date. In addition, the Company hereby grants to the Representative Representatives, the option Over- allotment Option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share share to be paid by the several Underwriters to the Company for the Shares as the price per Firm Share provided for in this Section 3. The Representative Over-allotment Option may purchase Additional Shares when exercising such option, be exercised only to cover over-allotments in its sole discretionthe sale of shares by the Underwriters. This option The Over-allotment Option may be exercised by the Representative Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th thirtieth day following the Effective Date of date on which the Registration StatementStatement becomes effective under the Act, by written notice by the Representative Representatives to the Company. Such notice shall set forth the aggregate number of shares of Additional Shares as to which the option Over-allotment Option is being exercised, exercised (which shall be allocated as to the Company and the Representatives deem appropriate) and the time and date, as determined by the RepresentativeRepresentatives, when such shares of Additional Shares are to be delivered (each such time and date are herein called hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third second business day after the date on which the notice of the exercise of the option Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; . In the event the Company declares or pays a dividend or a distribution on the Common Stock, whether in the form of cash, shares of Common Stock, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Shares on the later of the Additional Closing Date and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase date on which such dividend or distribution is payable. Payment for the shares of Additional Shares by the Representative. Payment for the Additional Shares Representatives shall be made by wire transfer or by certified or official bank check in clearing house New York Clearing House funds payable to the order of the Company at the offices of J.P. Turner & CompanySunrise Securities Corp., L.L.C.Xxx Xxxx, 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111Xxx Xxxx 00000, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx such other place in the New York City metropolitan area as the Representatives shall determine and advise the Company by at least two full days' notice in writing, upon delivery of certificates representing the shares of Additional Shares to youthe Representatives for the account of the Representatives. Certificates for the shares of Additional Shares purchased shall be registered in such name or names and in such authorized denominations as you the Representatives may request in writing at least two full business days prior to the Additional Closing Date or Additional Closing Date, as applicablewith respect thereto. The Company shall permit you the Representatives to examine and package such certificates for delivery at least one full business day prior to any such closing the Additional Closing Date with respect thereto. If for It is understood that the Representatives, individually and not as Representatives of the several Underwriters, may (but shall not be obligated to) make any reason one and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or more Underwriters checks shall fail not have been received by the Representatives at the time of delivery of the Shares or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under Additional Shares, as the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed case may be, to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt Underwriter or Underwriters. Any such payment by the Representative of Representatives shall not relieve any such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default their obligations hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, (A) the Company agrees to sell to the Underwriterseach Underwriter and each Underwriter, severally and but not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company at a purchase price of $24 per Share, the number of Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Column (1) of Schedule 1 I hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price Delivery of certificates, and payment of the Shares shall be $_____. Payment purchase price, for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner Xxxxxx, Xxxx & CompanyXxxxxxxx LLP, L.L.C.Los Angeles, 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111California, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other location as shall be agreed upon by the Company by at least two full days' notice in writing, upon delivery of and the Shares to the RepresentativeUnderwriters. Such delivery and payment shall be made at 10:00 8:00 a.m., Mountain Pacific Daylight Time, on November __,, 1997 or at such other time and date not more than ten business days thereafter as shall be agreed upon by the third business day following Underwriters and the time of Company. Payment for the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment Firm Shares shall be made on to the fourth business Company by same-day following wire transfer in immediately available United States funds payable to the time order of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Firm Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order Underwriters for the respective accounts of the Company at Underwriters against payment by the offices Underwriters through the Underwriters of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of the purchase price for the Firm Shares. The certificates representing the Additional Shares to you. Certificates for the Shares purchased shall to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such name or names and in such authorized denominations as you may request in writing at least the Underwriters shall request, not less than two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that in the non-defaulting Underwriters event the Company is unable to ----------------- deliver definitive certificates at such time, the Company may deliver temporary certificates in lieu thereof, which shall not be obligated to purchase replaced with definitive certificates as soon as reasonably practicable thereafter. The certificates for the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not will be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory made available to the Representative Underwriters at such office or such other place as the Underwriters may designate for the purchase of such Firm Shares inspection, checking and packaging not later than 9:30 a.m. Pacific Daylight Time on the terms herein set forth. In any such case, either the Representative or the Company shall have the right business day prior to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $61.51875 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on September 17, 2014 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Computershare Shareholder Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Company the number of Firm Option Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for share as set forth in the first paragraph of this Section 32. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, giving notice at any time and from time to time on or before within 30 days after the 45th day following the Effective Date date of the Registration Statementthis Agreement, by written notice by the Representative Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date, as determined by date at which such Option Shares are to be delivered. The time and date at which the Representative, when such Additional Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date are being herein called an "Additional referred to as the “Option Closing Date"”); provided. Notwithstanding the preceding sentence, however, that no Additional Closing Date shall be earlier than if the option is exercised at least one day prior to the Closing Date nor earlier than the third business day after the date on which Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further providedis exercised, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner Xxxxxx, Halter & CompanyXxxxxxxx LLP, L.L.C.The Calfee Building, 5445 DTC Parkway0000 Xxxx Xxxxx Xxxxxx, Suite 940Xxxxxxxxx, Greenwood XxxxxxxXX 00000, Xxlorado 80111at 10:00 a.m. New York time, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $48.50 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on March 7, 2011 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Company the number of Firm Option Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for share as set forth in the first paragraph of this Section 32. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, giving notice at any time and from time to time on or before within 30 days after the 45th day following the Effective Date date of the Registration Statementthis Agreement, by written notice by the Representative Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date, as determined by date at which such Option Shares are to be delivered. The time and date at which the Representative, when such Additional Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date are being herein called an "Additional referred to as the “Option Closing Date"”); provided. Notwithstanding the preceding sentence, however, that no Additional Closing Date shall be earlier than if the option is exercised at least one day prior to the Closing Date nor earlier than the third business day after the date on which Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Firm Shares by the RepresentativeUnderwriters. Payment The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner Xxxxxx, Halter & CompanyXxxxxxxx LLP, L.L.C.1400 KeyBank Center, 5445 DTC Parkway000 Xxxxxxxx Xxxxxx, Suite 940Xxxxxxxxx, Greenwood XxxxxxxXX 00000, Xxlorado 80111at 10:00 a.m. New York time, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriterseach Underwriter and each Underwriter, severally and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company Company, at a purchase price per share of $4.70, the number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the Underwriters' names provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in Schedule 1 heretoits sole discretion shall make. (b) The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price closing of the issuance of the Firm Shares shall be $_____held at the office of White & Case LLP (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on February 14, 2023, or such other time and date as the Representative and the Company may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). Payment of the purchase price for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable same day funds to the order of accounts specified by the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, business days prior to the Closing Date upon delivery of the Firm Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, Representative through the facilities of DTC for the respective accounts of the several Underwriters. The Depository Trust CompanyFirm Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Representative Underwriters the option to purchase all or a portion of the up to 600,000 Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share share to be paid by the Underwriters for the Firm Shares as the price per Firm Share provided for set forth in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion2(a) above. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time time, in whole or in part on one or more occasions, on or before the 45th thirtieth day following the Effective Date date of the Registration StatementProspectus, by written notice by from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the time date and datetime, as reasonably determined by the Representative, when such the Additional Shares are to be delivered (each any such date and time and date are being herein called sometimes referred to as an "“Additional Closing Date"”); provided, however, that no Additional Closing Date shall be occur earlier than the Closing Date nor or earlier than the third second full business day after the date on which the notice of the exercise of the option shall have been given exercised nor later than the eighth full business day after the date on which such notice the option shall have been given; exercised. On the basis of the representations, warranties, covenants and further providedagreements herein contained, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable but subject to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names terms and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms conditions herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.set

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the UnderwritersUnderwriters agree, severally and not jointly, agree to purchase from the Company the respective number of shares of Firm Shares Stock set forth opposite the Underwriters' names of the Underwriters in Schedule 1 A hereto. The purchase price per Firm Share share to be paid by the Underwriters shall to the Company for the Shares will be $______7.3125 per share (the “Purchase Price”). The initial public offering price Company will deliver the Firm Stock to the Representative for the respective accounts of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representativeseveral Underwriters, through the facilities of The Depository Trust Company. In additionCompany or, at the election of the Representative, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to the Company hereby grants given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank reasonably acceptable to the Representative payable to the option order of the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of delivery and closing shall be at 10:00 A.M., New York time, on July 15, 2015, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date.” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and the Representative. The Company, in the event the Representative elects to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make certificates for the Firm Stock available to the Representative for examination on behalf of the Underwriters in New York, New York at least one (1) full business day prior to the Closing Date. The Underwriters may purchase all or a portion less than all of the Additional Shares as may Optional Stock. The price per share to be necessary paid for the Optional Stock shall be the Purchase Price. The Company agrees to cover over-allotmentssell to the Underwriters the number of shares of Optional Stock specified in the written notice delivered by the Representative to the Company described below and the Underwriters agree, at severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same purchase price per Additional Share proportion as the price per number of shares of Firm Share provided for in this Section 3Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Stock (subject to adjustment by the Representative to eliminate fractions). The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised by the Representative on the basis as to all or any part of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, Optional Stock at any time time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time on or before the 45th day following the Effective Date of the Registration Statement, by written upon notice by the Representative to the Company. Such The option granted hereby may be exercised by written notice shall set being given to the Company by the Representative setting forth the aggregate number of Additional Shares as shares of the Optional Stock to which be purchased by the option is being exercised, Underwriters and the date and time for delivery of and datepayment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, as determined by but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company or, at the election of the Representative, when in the form of definitive certificates issued in such Additional Shares are names and in such denominations as the Representative may direct by notice in writing to be delivered the Company given at or prior to 12:00 Noon, New York time, on the second (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional 2nd) full business day preceding the Option Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice against payment of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made aggregate Purchase Price therefor by wire transfer or by certified or official in federal (same day) funds to an account at a bank check in clearing house funds reasonably acceptable to the Representative payable to the order of the Company Company. Time shall be of the essence, and delivery at the offices time and place specified pursuant to this Agreement is a further condition of J.P. Turner & the obligations of each Underwriter hereunder. The Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon the event the Representative elects to have the Underwriters take delivery of definitive certificates representing instead of delivery from the Additional Shares to you. Certificates Company of the certificates through the facilities of The Depository Trust Company, shall make the certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior Optional Stock available to the Closing Date or Additional Closing DateRepresentative for examination on behalf of the Underwriters in New York, as applicable. The Company shall permit you to examine and package such certificates for delivery New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to any such closing with respect theretothe Option Closing Date. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify The Option Closing Date and the termination location of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representativedelivery of, and the non-defaulting Underwriters shall have form of payment for, the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as Optional Stock may be agreed upon among varied by agreement between the Representative Company and such purchasing Underwriter or the Representative. The several Underwriters and propose to offer the Shares for sale upon the terms herein and conditions set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes forth in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderProspectus.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a price of $33.75 per Share, 3,000,000 Firm Shares. Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Underwriter. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time, on November 22, 2005 or at such other time and date thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services L.L.C. (the “Transfer Agent”) in such denominations and in such registrations as the Underwriter requests in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Underwriter at least one business day prior to the Closing Date at such place as the Underwriter, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriter to purchase from the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Underwriter to the Company setting forth the number of Firm Option Shares set forth opposite as to which the Underwriters' names in Schedule 1 heretoUnderwriter is exercising the option and the time and date at which such certificates are to be delivered. The purchase price per Firm Share time and date at which the Option Shares are to be paid delivered shall be determined by the Underwriters Underwriter but shall not be $______earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The initial public offering price option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the RepresentativeUnderwriter. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offeringYou, as defined in Section 10(a) hereofthe Underwriter, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of may cancel such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time prior to time on or before the 45th day following the Effective Date of the Registration Statement, its expiration by giving written notice by the Representative of such cancellation to the Company. Such notice shall set forth To the aggregate number of Additional Shares as to which extent, if any, that the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner & CompanyUBS Securities LLC, L.L.C.200 Xxxx Xxxxxx, 5445 DTC ParkwayXxx Xxxx, Suite 940Xxx Xxxx 00000, Greenwood Xxxxxxxat 10:00 a.m., Xxlorado 80111New York time, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may request the Underwriter requests in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Underwriter at least two full one business days day prior to the Closing Date or Additional Closing Date, at such place as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, DTC and the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $70.9275 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on May 14, 2013 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Computershare Shareholder Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Company the number of Firm Option Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for share as set forth in the first paragraph of this Section 32. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, giving notice at any time and from time to time on or before within 30 days after the 45th day following the Effective Date date of the Registration Statementthis Agreement, by written notice by the Representative Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date, as determined by date at which such Option Shares are to be delivered. The time and date at which the Representative, when such Additional Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date are being herein called an "Additional referred to as the “Option Closing Date"”); provided. Notwithstanding the preceding sentence, however, that no Additional Closing Date shall be earlier than if the option is exercised at least one day prior to the Closing Date nor earlier than the third business day after the date on which Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further providedis exercised, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner Xxxxxx, Halter & CompanyXxxxxxxx LLP, L.L.C.The Calfee Building, 5445 DTC Parkway0000 Xxxx Xxxxx Xxxxxx, Suite 940Xxxxxxxxx, Greenwood XxxxxxxXX 00000, Xxlorado 80111at 10:00 a.m. New York time, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $53.76 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on September 24, 2012 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Computershare Shareholder Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Company the number of Firm Option Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for share as set forth in the first paragraph of this Section 32. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, giving notice at any time and from time to time on or before within 30 days after the 45th day following the Effective Date date of the Registration Statementthis Agreement, by written notice by the Representative Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date, as determined by date at which such Option Shares are to be delivered. The time and date at which the Representative, when such Additional Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date are being herein called an "Additional referred to as the “Option Closing Date"”); provided. Notwithstanding the preceding sentence, however, that no Additional Closing Date shall be earlier than if the option is exercised at least one day prior to the Closing Date nor earlier than the third business day after the date on which Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further providedis exercised, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner Xxxxxx, Halter & CompanyXxxxxxxx LLP, L.L.C.The Calfee Building, 5445 DTC Parkway0000 Xxxx Xxxxx Xxxxxx, Suite 940Xxxxxxxxx, Greenwood XxxxxxxXX 00000, Xxlorado 80111at 10:00 a.m. New York time, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to sell to the Underwritersseveral Underwriters 4,250,000 of the Firm Shares, Xxxxxxx hereby agrees to sell to the several Underwriters 150,000 of the Firm Shares and the Trust hereby agrees to sell to the several Underwriters 350,000 of the Firm Shares; and each Underwriter, severally and not jointly, and agrees to purchase the Underwritersnumber of shares of the Firm Shares set forth opposite that Underwriter's name in SCHEDULE I hereto, severally and not jointly, agree at $_____ per share. Each Underwriter shall be obligated to purchase from the Company Company, and the Selling Shareholders, that number of the Firm Shares which represents the same proportion of the number of the Firm Shares to be sold by the Company and the Selling Shareholders as the number of shares of the Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Schedule 1 heretoSCHEDULE I represents of the total number of shares of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase price per Firm Share to be paid by obligations of the Underwriters shall be $______. The initial public offering price of with respect to the Firm Shares shall be $_____rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. Payment Delivery of certificates, and payment of the purchase price, for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner Bear, Xxxxxxx & CompanyCo. Inc., L.L.C.000 Xxxx Xxxxxx, 5445 DTC ParkwayXxx Xxxx, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111Xxx Xxxx 00000, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representativesuch other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeNew York time, on the third or fourth business day (as permitted under Rule 15c6-1 of the Exchange Act) following the time determination of the initial public offeringoffering price pursuant to this SECTION 2 (unless such time and date are postponed in accordance with the provisions of SECTION 9 hereof), or at such other time as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on agreed upon by you, the fourth business day following Selling Shareholders and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Firm Shares shall be made to you for the respective accounts of the several Underwriters against payment by wire transfer or by certified or official bank check in clearing house funds payable the several Underwriters through the Representatives of the purchase price for the Firm Shares to the order of the Company at and the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, Selling Shareholders by certified or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice official bank checks payable in writing, upon delivery of certificates representing the Additional Shares to youNew York Clearing House next-day funds. Certificates for the Firm Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall and the Selling Shareholders will permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $38.784 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, One Bryant Park, New York, New York, at 10:00 a.m. New York time, on September 4, 2009 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Company the number of Firm Option Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for share as set forth in the first paragraph of this Section 32. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, giving notice at any time and from time to time on or before within 30 days after the 45th day following the Effective Date date of the Registration Statementthis Agreement, by written notice by the Representative Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date, as determined by date at which such Option Shares are to be delivered. The time and date at which the Representative, when such Additional Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date are being herein called an "Additional referred to as the “Option Closing Date"”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after . If the date on which the notice of the exercise of the option is three or more days before the Closing Date, the notice of exercise shall have been given nor later than set the eighth business day after Closing Date as the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall Option Closing Date. The option with respect to the Option Shares granted hereunder may be noticed and held following exercised only to cover over-allotments in the initial purchase sale of Additional the Firm Shares by the RepresentativeUnderwriters. Payment The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner Xxxxxxx Lynch, Pierce, Xxxxxx & CompanyXxxxx Incorporated, L.L.C.One Bryant Park, 5445 DTC ParkwayNew York, Suite 940New York, Greenwood Xxxxxxxat 10:00 a.m. New York time, Xxlorado 80111on the Option Closing Date. To the extent, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersPurchasers, and each Purchaser acting severally and not jointly, and the Underwriters, severally and not jointly, agree jointly agrees to purchase from the Company Company, the number of Firm Shares and the Warrants set forth opposite on such Purchaser's signature page hereto, for the Underwriters' names in Schedule 1 heretoaggregate purchase price set forth on such signature page. The purchase price per Firm Share Company shall deliver to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern timeXxxxxxxxxx Xxxxxxx PC, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be madetrust, at the option of the Representativea certificate or certificates, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names as the Purchasers may designate, representing the Shares and in Warrants, with instructions that such authorized denominations as you may request in writing at least two full business days prior certificates are to be held for release to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed Investors only upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% payment of the total number of Firm Shares which such non-defaulting Underwriter agreed to aggregate purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter price to the Company. Nothing contained herein Upon receipt by Xxxxxxxxxx Xxxxxxx PC of the certificates, each Purchaser shall relieve any defaulting Underwriter of its liability, if any, promptly cause a wire transfer in same day funds to be sent to the account of the Company or as instructed in writing by the Company, in an amount representing such Purchaser's pro rata portion of the purchase price as set forth on the signature pages to this Agreement. On the date (the "Closing Date") the Company receives such funds, the certificates evidencing the Shares and Warrants shall be released to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderPurchasers (the "Closing"). The purchase and sale of the Shares and Warrants shall take place at the offices of Xxxxxxxxxx Xxxxxxx PC, 1330 Avenue of the Americas, 21st Floor, New York, New York, or at such other location and on such other date as the Company and the Purchasers shall mutually agree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $72.857500 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on February 27, 2015 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Computershare Shareholder Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Company the number of Firm Option Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for share as set forth in the first paragraph of this Section 32. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, giving notice at any time and from time to time on or before within 30 days after the 45th day following the Effective Date date of the Registration Statementthis Agreement, by written notice by the Representative Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date, as determined by date at which such Option Shares are to be delivered. The time and date at which the Representative, when such Additional Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date are being herein called an "Additional referred to as the “Option Closing Date"”); provided. Notwithstanding the preceding sentence, however, that no Additional Closing Date shall be earlier than if the option is exercised at least one day prior to the Closing Date nor earlier than the third business day after the date on which Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further providedis exercised, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner Xxxxxx, Halter & CompanyXxxxxxxx LLP, L.L.C.The Calfee Building, 5445 DTC Parkway0000 Xxxx Xxxxx Xxxxxx, Suite 940Xxxxxxxxx, Greenwood XxxxxxxXX 00000, Xxlorado 80111at 10:00 a.m. New York time, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the ------------------------------------------ representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The __ and the initial public offering price of the Shares per Firm Share shall be $________. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner Cohig & CompanyAssociates, L.L.C., 5445 DTC ParkwayInc., Suite 940400, Greenwood Xxxxxxx0000 Xxxxx Xxxxxxxx Xxx, Xxlorado 80111Xxxxxxxxx, Xxxxxxxx 00000, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other place as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Shares to the RepresentativeShares. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering). The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Share of the Firm Share Shares provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner Cohig & CompanyAssociates, L.L.C., 5445 DTC ParkwayInc., Suite 940400, Greenwood Xxxxxxx6300 South Syracuse Way, Xxlorado 80111Englewood, Colorado, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx such other place as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the -13- Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-non- defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriterseach Underwriter and each Underwriter, severally and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company at a purchase price of $_____ per Share, the number of Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Schedule 1 I hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price Delivery of certificates, and payment of the Shares shall be $_____. Payment purchase price, for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner Stroock & CompanyStroock & Xxxxx, L.L.C.[Seven Xxxxxxx Xxxxxx], 5445 DTC ParkwayXxx Xxxx, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111Xxx Xxxx 00000, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other location as shall be agreed upon by the Company by at least two full days' notice in writing, upon delivery of and the Shares to the RepresentativeRepresentatives. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeNew York City time, on the third _____________, 1997 or at such other time and date not more than [five] business day following the time of the initial public offering, days thereafter as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on agreed upon by the fourth business day following Representatives and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the certificates for the Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares by certified or official bank checks in New York Clearing House (next day) funds drawn to the order of the Company. The certificates for the Shares to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as the Representatives shall request, not less than two full business days prior to the Closing Date. The certificates for the Firm Shares will be made available to the Representatives at such office or such other place as the Representatives may be madedesignate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the business day prior to the Closing Date. On the Closing Date, the Company will issue and sell to Xxxxxxxxx Xxxx & Co., Inc. (for its own account and not as the Representatives of the several Underwriters) or, at the option discretion of Xxxxxxxxx Xxxx & Co., Inc., to its respective bona fide officers or to other Underwriters, the Warrants entitling the holders thereof to purchase an aggregate of 200,000 shares of Common Stock at a price per share equal to 120% of the Representative, through "Price to Public" as set forth on the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion cover page of the Additional Shares Prospectus. Such Warrants shall contain such other terms and provisions as may be necessary to cover over-allotmentsset forth in an agreement with respect thereto (the "Warrant Agreement") executed and delivered by the Company and Xxxxxxxxx Xxxx & Co., at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3Inc. simultaneously. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may Warrants will be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, exercisable at any time and from time to time on or before after the 45th day following first anniversary of the Effective Date date of this Agreement up to the fifth anniversary thereof. Each Warrant shall be substantially identical to the form of Warrant filed as an exhibit to the Registration Statement, by written notice by . The holders of the Representative Warrants will be entitled to the Company. Such notice shall registration rights set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice in Section [10] of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderWarrant Agreement.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $______. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & CompanySchnxxxxx Xxxurities, L.L.C.Inc., 5445 DTC Parkway1120 Xxxxxxx Xxxxxx, Suite 940Xxxxx 000, Greenwood XxxxxxxXxxxxx, Xxlorado 80111Xxxxxxxx 00000, or xx at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other place in Denver, Colorado as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth (4th) business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & CompanySchnxxxxx Xxxurities, L.L.C.Inc., 5445 DTC Parkway1120 Xxxxxxx Xxxxxx, Suite 940Xxxxx 000, Greenwood XxxxxxxXxxxxx, Xxlorado 80111Xxxxxxxx, or xx at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' ’ names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______$ . The initial public offering price of the Shares shall be $_____$ . Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner J.X. Xxxxxx & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood 5440 XXX Xxxxxxx, Xxlorado 80111Xxxxx 000, or Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000, xr at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other place as the Representative shall determine and advise the Company by at least two full days' ’ notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "“Closing Date." ” Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "“Additional Closing Date"”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner J.X. Xxxxxx & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood 5440 XXX Xxxxxxx, Xxlorado 80111Xxxxx 000, or Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000, xr at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx such other place as you shall determine and advise the Company by at least two full days' ’ notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares Share which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of In reliance on the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriterseach Underwriter and each Underwriter, severally and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The Company, at a purchase price per Firm Share to be paid by the Underwriters shall be of $_______ per Share, the number of Initial Shares set forth opposite the name of such Underwriter in Schedule I hereto. The initial public offering price Delivery of certificates, and payment of the purchase price, for the Initial Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & CompanyFurmxx Xxxx XXX at 230 Xxxx Xxxxxx, L.L.C.Xxx Xxxx, 5445 DTC ParkwayXxx Xxxx 00000, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other location as such be agreed upon by the Company by at least two full days' notice in writing, upon delivery of and the Shares to the RepresentativeRepresentatives. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeNew York City time, on the third (fourth, if the pricing occurs after 4:30 PM Eastern Standard Time on any given day) business day following after the time date hereof (unless postponed in accordance with the provisions of the initial public offering, as defined in Section 10(a) 12 hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery or at such other time and payment date not more than ten business days thereafter as shall be made on agreed upon by the fourth business day following Representatives and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Initial Shares shall be made to the Representatives for the respective accounts of several Underwriters against payment by wire transfer or the several Underwriters through the Representatives of the purchase price for the Initial Shares by certified or official bank check checks in clearing house New York Clearing House (next day) funds payable drawn to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of . The certificates representing the Additional Shares to you. Certificates for the Shares purchased shall to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in denominations and 15-- 16 registered in such name or names and in such authorized denominations as you may request in writing at least the Representatives shall request, not less than two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery the Initial Shares will be made available to the Representatives at least one full such office or such other place as the Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $39.68 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on March 10, 2008 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the number of Firm Option Shares set forth opposite as to which the Underwriters' names in Schedule 1 heretoseveral Underwriters are exercising the option and the time and date at which such Option Shares are to be delivered. The purchase price per Firm Share time and date at which the Option Shares are to be paid delivered shall be determined by the Underwriters Representatives but shall not be $______earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The initial public offering price option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offeringUnderwriters. The time and date of Representatives may cancel such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time prior to time on or before the 45th day following the Effective Date of the Registration Statement, its expiration by giving written notice by the Representative of such cancellation to the Company. Such notice shall set forth To the aggregate number of Additional Shares as to which extent, if any, that the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner & CompanyUBS Securities LLC, L.L.C.200 Xxxx Xxxxxx, 5445 DTC ParkwayXxx Xxxx, Suite 940Xxx Xxxx, Greenwood Xxxxxxxat 10:00 a.m. New York time, Xxlorado 80111on the Option Closing Date. To the extent, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' ’ names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______$ . The initial public offering price of the Shares shall be $_____$ . Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner J.X. Xxxxxx & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood 5000 XXX Xxxxxxx, Xxlorado 80111Xxxxx 000, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other place as the Representative shall determine and advise the Company by at least two full days' ’ notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "“Closing Date." ” Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "“Additional Closing Date"”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner J.X. Xxxxxx & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood 5000 XXX Xxxxxxx, Xxlorado 80111Xxxxx 000, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx such other place as you shall determine and advise the Company by at least two full days' ’ notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares Share which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, (A) the Company agrees to sell to the Underwriterseach Underwriter and each Underwriter, severally and but not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company at a purchase price of $______ per Share, the number of Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Column (1) of Schedule 1 I hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price Delivery of certificates, and payment of the Shares shall be $_____. Payment purchase price, for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner Xxxxxxxx & CompanyXxxxxxxx LLP, L.L.C.Los Angeles, 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111California, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other location as shall be agreed upon by the Company by at least two full days' notice in writing, upon delivery of and the Shares to the RepresentativeUnderwriters. Such delivery and payment shall be made at 10:00 8:00 a.m., Mountain Pacific Daylight Time, on May 14, 1997 or at such other time and date not more than ten business days thereafter as shall be agreed upon by the third business day following Underwriters and the time of Company. Payment for the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment Firm Shares shall be made on to the fourth business Company by same-day following wire transfer in immediately available United States funds payable to the time order of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Firm Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order Underwriters for the respective accounts of the Company at Underwriters against payment by the offices Underwriters through the Underwriters of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of the purchase price for the Firm Shares. The certificates representing the Additional Shares to you. Certificates for the Shares purchased shall to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such name or names and in such authorized denominations as you may request in writing at least the Underwriters shall request, not less than two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that in the non-defaulting Underwriters event the Company is unable to deliver definitive ----------------- certificates at such time, the Company may deliver temporary certificates in lieu thereof, which shall not be obligated to purchase replaced with definitive certificates as soon as reasonably practicable thereafter. The certificates for the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not will be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory made available to the Representative Underwriters at such office or such other place as the Underwriters may designate for the purchase of such Firm Shares inspection, checking and packaging not later than 9:30 a.m. Pacific Daylight Time on the terms herein set forth. In any such case, either the Representative or the Company shall have the right business day prior to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriterseach Underwriter and each Underwriter, severally and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company at a purchase price of $_____ per Share, the number of Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Column (1) of Schedule 1 I hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price Delivery of certificates, and payment of the Shares shall be $_____. Payment purchase price, for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & CompanyXxxxxx Xxxx LLC at 000 Xxxx Xxxxxx, L.L.C.Xxx Xxxx, 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111Xxx Xxxx 00000, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other location as shall be agreed upon by the Company by at least two full days' notice in writing, upon delivery of and the Shares to the RepresentativeRepresentatives. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeNew York City time, on the third business day following the ________ __, 1998 or at such other time of the initial public offering, and date thereafter as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on agreed upon by the fourth business day following Representatives and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by wire transfer the several Underwriters through the Representatives of the purchase price for the Firm Shares by Federal or by certified or official bank check other funds immediately available in clearing house funds payable New York City drawn to the order of the Company at for the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx Firm Shares sold by at least two full days' notice in writing, upon delivery of it. The certificates representing for the Additional Firm Shares to you. Certificates for the Shares purchased shall be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such name or names and in such authorized denominations as you may request in writing at least the Representatives shall request, not less than two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery the Firm Shares will be made available to the Representatives at least one full such office or such other place as the Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriterseach Underwriter and each Underwriter, severally and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company at a purchase price of $[_______] per Share, the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price name of such Underwriter on SCHEDULE I. Delivery of certificates, and payment of the Shares shall be $_____. Payment purchase price, for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & CompanyING Baring Xxxxxx Xxxx LLC at Xxxx Xxxxxx Xxxxx, L.L.C.Xxx Xxxx, 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111Xxx Xxxx 00000, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other location as shall be agreed upon by the Company by at least two full days' notice in writing, upon delivery of and the Shares to the RepresentativeRepresentatives. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeNew York City time, on the third [__________], 1999 or at such other time and date not more than ten business day following the time of the initial public offering, days thereafter as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on agreed upon by the fourth business day following Representatives and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing DateCLOSING DATE." Delivery of the certificates for the Firm Shares may shall be made, at the option of the Representative, made through the facilities of The the Depository Trust Company. In addition, the Company hereby grants to the Representative Representatives for the option to purchase all or a portion respective accounts of the Additional Shares as may be necessary to cover over-allotments, at several Underwriters against payment by the same several Underwriters through the Representatives of the purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Firm Shares shall be made by wire transfer or by certified or official bank check in clearing house of immediately-available funds payable to an account designated to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request Representatives in writing at least two business days preceding the Closing Date. The certificates for the Shares to be so delivered will be in definitive, fully-registered form, will bear no restrictive legends and will be in such denominations and registered in such names as the Representatives shall request, not less than two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery the Firm Shares will be made available to the Representatives at least one full such office or such other place as the Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______5.40. The initial public offering price of the Shares shall be $_____6.00. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & CompanyXxxxxxxxx Securities, L.L.C.Inc., 5445 DTC Parkway0000 Xxxxxxx Xxxxxx, Suite 940Xxxxx 000, Greenwood XxxxxxxXxxxxx, Xxlorado 80111Xxxxxxxx 00000, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other place in Denver, Colorado as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth (4th) business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & CompanyXxxxxxxxx Securities, L.L.C.Inc., 5445 DTC Parkway0000 Xxxxxxx Xxxxxx, Suite 940Xxxxx 000, Greenwood XxxxxxxXxxxxx, Xxlorado 80111Xxxxxxxx 00000, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, ,but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company Company, at a purchase price per share of $ , the number of Firm Shares set forth opposite the Underwriters' respective names of the Underwriters in Schedule 1 heretoI hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The (b) Payment of the purchase price per Firm Share to be paid by for, and delivery of certificates for, the Underwriters Shares shall be $______. The made at the office of Skadden, Arps, Slate, Meagxxx & Xlom, 009 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other place as shall be agreed upon by you and the Company, at 10:00 A.M. on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the initial public offering price of the Shares Shares), or such other time not later than ten business days after such date as shall be $_____. Payment for the Firm Shares agreed upon by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of you and the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The (such time and date of such payment and delivery and payment are being herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made to the Company by wire transfer or by certified or official bank check in clearing house funds payable same day funds, against delivery to you for the order respective accounts of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery Underwriters of certificates representing for the Additional Shares to yoube purchased by them. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall will permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect theretothe Closing Date. If for any reason one or more (c) In addition, the Company hereby grants to the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) option to purchase and pay up to Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company for the number Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares agreed by the Underwriters. This option may be exercised at any time, in 5 6 whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be purchased by delivered (such Underwriter, date and time being herein sometimes referred to as the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase"Additional Closing Date"); provided, however, that the non-defaulting Underwriters Additional Closing Date shall not be obligated to purchase earlier than the Firm Shares Closing Date or earlier than the second full business day after the date on which the defaulting option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter or Underwriters agreed shall be the number which bears the same ratio to purchase in excess the aggregate number of 10% of Additional Shares being purchased as the total number of Firm Shares which set forth opposite the name of such non-defaulting Underwriter agreed in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to purchase hereunderFirm Shares, and provided further that subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make. Payment for the non-defaulting Underwriters Additional Shares shall not be obligated to purchase any Firm Shares which made by wire transfer in same day funds) at the defaulting Underwriter or Underwriters agreed to purchase if offices of Skadden, Arps, Slate, Meagxxx & Xlom, 009 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such additional purchase would cause the Underwriter to other location as may be in violation mutually acceptable, upon delivery of the net capital rule certificates for the Additional Shares to you for the respective accounts of the Commission or other applicable lawUnderwriters. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder3.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriterseach Underwriter and each Underwriter, severally and but not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company at a purchase price of $______ per Share, the number of Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Column (1) of Schedule 1 I hereto. The Delivery of certificates and payment of the purchase price per for the Firm Share to be paid by the Underwriters Shares shall be $made at the offices of ______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares _____________, or such other location as shall be agreed upon by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to and the Representative. Such delivery and payment shall be made at [ask Sutro syndication] 10:00 a.m., Mountain Time[ ] time, on the third _____________, 1997__ or at such other time and date not more than ten business day following the time of the initial public offering, days thereafter as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on agreed upon by the fourth business day following Representative and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Firm Shares shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price for the Firm Shares by same-day wire transfer or by certified or official bank check in clearing house immediately available United States funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of . The certificates representing the Additional Shares to you. Certificates for the Shares purchased shall to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such name or names and in such authorized denominations as you may the Representative shall request in writing at least not less than two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery the Firm Shares will be made available to the Representative at least one full such office or such other place as the Representative may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______4.50. The initial public offering price of the Shares shall be $_____5.00. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx xxxise the Company by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you the Representative to examine and package such certificates for delivery at least one full business day prior to any such closing with respect theretothereto and the Representative may require delivery of such Additional Shares through the facilities of The Depository Trust Company. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the UnderwritersUnderwriters agree, severally and not jointly, agree to purchase from the Company the respective number of shares of Firm Shares Stock set forth opposite the Underwriters' names of the Underwriters in Schedule 1 A hereto. The purchase price per Firm Share share to be paid by the Underwriters shall to the Company for the Shares will be $______3.7968 per share (the “Purchase Price”). The initial public offering price Company will deliver the Firm Stock to the Representative for the respective accounts of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representativeseveral Underwriters, through the facilities of The Depository Trust Company. In additionCompany or, at the election of the Representative, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to the Company hereby grants given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date, against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank reasonably acceptable to the Representative payable to the option order of the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of delivery and closing shall be at 10:00 A.M., New York time, on February 17, 2015, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date.” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and the Representative. The Company, in the event the Representative elects to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make certificates for the Firm Stock available to the Representative for examination on behalf of the Underwriters in New York, New York at least one (1) full business day prior to the Closing Date. The Underwriters may purchase all or a portion less than all of the Additional Shares as may Optional Stock. The price per share to be necessary paid for the Optional Stock shall be the Purchase Price. The Company agrees to cover over-allotmentssell to the Underwriters the number of shares of Optional Stock specified in the written notice delivered by the Representative to the Company described below and the Underwriters agree, at severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same purchase price per Additional Share proportion as the price per number of shares of Firm Share provided for in this Section 3Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Stock (subject to adjustment by the Representative to eliminate fractions). The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised by the Representative on the basis as to all or any part of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, Optional Stock at any time time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time on or before the 45th day following the Effective Date of the Registration Statement, by written upon notice by the Representative to the Company. Such The option granted hereby may be exercised by written notice shall set being given to the Company by the Representative setting forth the aggregate number of Additional Shares as shares of the Optional Stock to which be purchased by the option is being exercised, Underwriters and the date and time for delivery of and datepayment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, as determined by but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company or, at the election of the Representative, when in the form of definitive certificates issued in such Additional Shares are names and in such denominations as the Representative may direct by notice in writing to be delivered the Company given at or prior to 12:00 Noon, New York time, on the second (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional 2nd) full business day preceding the Option Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice against payment of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made aggregate Purchase Price therefor by wire transfer or by certified or official in federal (same day) funds to an account at a bank check in clearing house funds reasonably acceptable to the Representative payable to the order of the Company Company. Time shall be of the essence, and delivery at the offices time and place specified pursuant to this Agreement is a further condition of J.P. Turner & the obligations of each Underwriter hereunder. The Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon the event the Representative elects to have the Underwriters take delivery of definitive certificates representing instead of delivery from the Additional Shares to you. Certificates Company of the certificates through the facilities of The Depository Trust Company, shall make the certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior Optional Stock available to the Closing Date or Additional Closing DateRepresentative for examination on behalf of the Underwriters in New York, as applicable. The Company shall permit you to examine and package such certificates for delivery New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to any such closing with respect theretothe Option Closing Date. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify The Option Closing Date and the termination location of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representativedelivery of, and the non-defaulting Underwriters shall have form of payment for, the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as Optional Stock may be agreed upon among varied by agreement between the Representative Company and such purchasing Underwriter or the Representative. The several Underwriters and propose to offer the Shares for sale upon the terms herein and conditions set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes forth in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderProspectus.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriterseach Underwriter and each Underwriter, severally and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company Company, at a purchase price per share of $3.384, the number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the Underwriters' names provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in Schedule 1 heretoits sole discretion shall make. (b) The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price closing of the issuance of the Firm Shares shall be $_____held at the office of The NBD Group, Inc. (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on September 12, 2023, or such other time and date as the Representative and the Company may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). Payment of the purchase price for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable same day funds to the order of accounts specified by the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, business days prior to the Closing Date upon delivery of the Firm Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, Representative through the facilities of DTC for the respective accounts of the several Underwriters. The Depository Trust CompanyFirm Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Representative Underwriters the option to purchase all or a portion of the up to 729,166 Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share share to be paid by the Underwriters for the Firm Shares as the price per Firm Share provided for set forth in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion2(a) above. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time time, in whole or in part on one or more occasions, on or before the 45th thirtieth day following the Effective Date date of the Registration StatementProspectus, by written notice by from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.Additional

Purchase, Sale and Delivery of the Shares. On the basis of the ----------------------------------------- representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price between $8.00 and the Underwriters$10.00 per share, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite the Underwriters' names name of each Underwriter in Schedule 1 heretoI hereof, subject to adjustments in accordance with Section 9 hereof. The purchase price per Payment for the Firm Share Shares and the Option Shares (if the option provided for below shall have been exercised before the first business day prior to the Closing Date) to be paid sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the order of the Company for the shares to be sold by it and to the order of "Elcom Technologies Corporation as Custodian" for the shares to be sold by the Underwriters shall Selling Shareholders, in each case against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be $made at the offices of Pennsylvania Merchant Group Ltd, at _____ a.m., ______. The initial public offering price of the Shares shall be $___ time, on October ___. Payment , 1996 or at such other time and date not later than two business days thereafter as the Representative may designate as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date" or the "Closing." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares and the Option Shares, if any, will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the one full business day prior to the Closing Date or Option Closing Date, as applicable, and will be made available for inspection by the Underwriters shall be made Representative by wire transfer or by certified or official bank check in clearing house funds, payable no later than 1:00 p.m. on the last business day prior to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, Closing Date or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offeringOption Closing Date, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Companyapplicable. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, representations and agreements of the Company warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Selling Shareholders listed on Schedule II hereto hereby grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum aggregate number of Option Shares to be sold by the Selling Shareholders is set forth opposite their respective names in Schedule II hereto. The option granted hereby may be exercised in whole or in part, but only once, and at any time and from time to time on or before upon written notice given within 30 days after the 45th day following the Effective Date date of this Agreement, by you, as Representative of the Registration Statementseveral Underwriters, by written notice by the Representative to the Company. Such notice shall set Company and the Custodian (as defined below) setting forth the aggregate number of Additional Option Shares as to which the option is being exercisedseveral Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date, as determined date at which such certificates are to be delivered. If the option granted hereby is exercised for less than the maximum number of Option Shares being offered by the RepresentativeSelling Shareholders, when the respective number of Option Shares to be sold by each of the Selling Shareholders listed on Schedule II hereto shall be determined on a pro rata basis in accordance with the number of shares set forth opposite their names on Schedule II hereto, adjusted by you in such Additional manner as to avoid fractional shares. The time and date at which certificates for Option Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be determined by the Representative but shall not be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of one (if the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery is exercised at least one full business day prior to the Closing Date) or three (if the Option is exercised on or after the last full business day prior to the Closing Date) nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such closing with respect theretotime and date being herein referred to as the "Option Closing Date"). If for any reason the date of exercise of the option is one or more Underwriters days before the Closing Date, the notice of exercise shall fail or refuse (otherwise than for a reason sufficient set the Closing Date as the Option Closing Date. The number of Option Shares to justify be purchased by each Underwriter shall be in the termination same proportion to the total number of this Agreement under the provisions of Section 10 hereof) to purchase and pay for Option Shares being purchased as the number of Firm Shares agreed to be being purchased by such UnderwriterUnderwriter bears to 2,100,000, the Company shall immediately give notice thereof adjusted by you in such manner as to avoid fractional shares. The option with respect to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as Option Shares granted hereunder may be agreed upon among exercised only to cover over-allotments in the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, sale of the Firm Shares which by the Underwriters. You, as Representative of the several Underwriters, may cancel such defaulting Underwriter or Underwriters agreed option at any time prior to purchaseits expiration by giving written notice of such cancellation to the Company. If To the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Sharesextent, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, howeverif any, that the non-defaulting option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds by certified or bank cashier's check drawn to the order of "Elcom Technologies Corporation as Custodian" for the Option Shares to be sold by the Selling Shareholders against delivery of certificates therefor at the offices of Pennsylvania Merchant Group Ltd. The Selling Shareholders have deposited irrevocable instructions to exercise stock options for the Shares to be sold hereunder, together with checks or cash in the amount of the option exercise price in custody with Elcom Technologies Corporation as custodian (the "Custodian") pursuant to the Custodian Agreement and Power of Attorney (the "Custodian Agreement") executed by each Selling Shareholder for delivery of any Option Shares to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that the stock option and the right to purchase the Option Shares issuable upon exercise thereof are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be obligated to purchase the Firm Shares which the defaulting Underwriter terminable by any act or Underwriters agreed to purchase in excess of 10% deed of the total number Selling Shareholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of Firm law (including the death of an individual Selling Shareholder) or by the occurrence of any other event or events, except as set forth in the Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Option Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that certificates for the non-defaulting Underwriters Option Shares shall not be obligated to purchase any Firm Shares which delivered by the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed Custodian in accordance with the two preceding sentences, terms and conditions of this Agreement as if such event has not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of sale of the Option Shares held by it against delivery of such Shares. The obligations of the Selling Shareholders and the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for hereunder are several and not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderjoint.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $43.92 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 at 10:00 a.m. New York time, on September 24, 2010 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Company the number of Firm Option Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for share as set forth in the first paragraph of this Section 32. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option granted hereby may be exercised in whole or in part by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, giving notice at any time and from time to time on or before within 30 days after the 45th day following the Effective Date date of the Registration Statementthis Agreement, by written notice by the Representative Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date, as determined by date at which such Option Shares are to be delivered. The time and date at which the Representative, when such Additional Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date are being herein called an "Additional referred to as the “Option Closing Date"”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after . If the date on which the notice of the exercise of the option is three or more days before the Closing Date, the notice of exercise shall have been given nor later than set the eighth business day after Closing Date as the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall Option Closing Date. The option with respect to the Option Shares granted hereunder may be noticed and held following exercised only to cover over-allotments in the initial purchase sale of Additional the Firm Shares by the RepresentativeUnderwriters. Payment The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Additional Option Shares shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner Xxxxxx, Halter & CompanyXxxxxxxx LLP, L.L.C.1400 KeyBank Center, 5445 DTC Parkway000 Xxxxxxxx Xxxxxx, Suite 940Xxxxxxxxx, Greenwood XxxxxxxXX 00000, Xxlorado 80111at 10:00 a.m. New York time, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered Transfer Agent in such name or names denominations and in such authorized denominations registrations as you may the Representatives request in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyPurchasers, and the Underwriters, severally and not jointly, Purchasers agree to purchase from the Company Company, 30,000 Shares of Series A Stock at $100.00 per Share in the number amounts shown on the signature page hereto. In connection with the purchase and sale of Firm Shares Shares, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 1,530,000 shares of Common Stock allocated pursuant to MAG's instructions at the Closing, , subject to adjustment as set forth opposite in the Underwriters' names Warrants. One or more certificates in Schedule 1 hereto. The definitive form for the Shares that the Purchasers have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchasers, of the purchase price per Firm Share therefor by wire transfer of immediately available funds to be paid by the Underwriters shall be $______. The initial public offering price account of the Shares shall be $_____Company previously designated by it in writing. Payment Such delivery of and payment for the Firm Shares by and the Underwriters Warrants shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & CompanyMercator Advisory Group, L.L.C.LLC, 5445 DTC Parkway000 Xxxxx Xxxxxx Xxxxxx, Suite 940Xxxxx 0000, Greenwood Xxx Xxxxxxx, Xxlorado 80111Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) two trading days after the Company obtains shareholder approval required by the NASDAQ Small Cap Market for the transactions contemplated in the Transaction Documents (the "CLOSING"), or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such date as the Purchasers and the Company by at least two full days' notice in writingmay agree upon, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The such time and date of such delivery and against payment are being herein called referred to as the "Closing DateCLOSING DATE." Delivery of In the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, event that the Company hereby grants to is delisted from the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotmentsNASDAQ Small Cap Market and, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such optiontherefore, in its sole discretion. This option may be exercised by the Representative on the basis of the representationsshareholder approval is not required, warrantiesthen, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof8(b), the Closing shall take place two trading days after the Company commences trading on the OTC Bulletin Board or similar market. No later than three (3) to purchase and pay for days after completion of the number of Firm Shares agreed to be purchased by such UnderwriterClosing, the Company shall agrees to pay to MAG a Due Diligence fee of $160,000, payable by wire transfer of immediately give notice thereof available funds to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt an account of MAG previously designated by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, it in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderwriting.

Purchase, Sale and Delivery of the Shares. On (a) The Terms Agreement shall set forth the basis number of Firm Shares to be purchased by the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the several Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree . Each Underwriter shall be obligated to purchase from the Company and any Selling Shareholders that number of the Firm Shares set forth in the Terms Agreement which represents the same proportion of the number of such Firm Shares to be sold by the Company and any Selling Shareholders as the number of Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Schedule 1 heretothe Terms Agreement represents to the total number of Firm Shares to be purchased by all of the Underwriters pursuant to the Terms Agreement. The respective purchase price per Firm Share to be paid by obligations of the Underwriters shall be $______. The initial public offering price of the with respect to such Firm Shares shall be $_____rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. Payment Delivery of certificates and payment of the purchase price for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111location specified in the Terms Agreement, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representativesuch other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeNew York time, on the third or fourth business day (as permitted under Rule 15c6-1 of the Exchange Act) following the time determination of the initial public offeringoffering price of such Firm Shares (unless such time and date are postponed in accordance with the provisions of SECTION 9 hereof), or at such other time as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on agreed upon by the fourth business day following Representatives, any Selling Shareholders and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per certificates for such Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by wire transfer or by certified or official bank check in clearing house funds payable the several Underwriters through the Representatives of the purchase price for such Firm Shares to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, and any Selling Shareholders by certified or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice official bank checks payable in writing, upon delivery of certificates representing the Additional Shares to youNew York Clearing House next-day funds. Certificates for the such Firm Shares purchased shall be registered in such name or names and in such authorized denominations as you the Representatives may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall and any Selling Shareholders will permit you the Representatives to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company Company, at a purchase price of $18.1925 per share, the respective number of shares of Firm Shares Securities set forth opposite the Underwriters' names of the Underwriters in Schedule 1 A hereto. The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made in Federal (same day) funds by wire transfer or by certified or official to an account at a bank check in clearing house funds, payable acceptable to the Representatives drawn to the order of the Company at the offices office of J.P. Turner Skadden, Arps, Slate, Xxxxxxx & CompanyXxxx LLP, L.L.C.Four Times Square, 5445 DTC ParkwayXxx Xxxx XX 00000, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeNew York time, on May 21, 2010, or at such other time not later than seven full business days thereafter as the third business day following Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the initial public offeringExchange Act, as defined in Section 10(athe First Closing Date (if later than the otherwise applicable settlement date) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following settlement date for payment of funds and delivery of securities for all the time of Shares sold pursuant to the initial public offering. The time and date Firm Securities so to be delivered or evidence of such delivery and payment are herein called their issuance will be made available for checking at the "above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, upon written notice from the Representatives given to the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before not more than 30 days subsequent to the 45th day following the Effective Date date of the Registration StatementFinal Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by written the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative Representatives to the Company. Such notice Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as be determined by the Representative, when such Additional Shares are Representatives but shall be no later than five full business days after written notice of election to be delivered (purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Optional Closing Date shall be earlier than to or as instructed by the Closing Date nor earlier than Representatives for the third business day after the date on which the notice accounts of the exercise several Underwriters in a form reasonably acceptable to the Representatives against payment of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made price therefor in Federal (same day) funds by wire transfer or by certified or official to an account at a bank check in clearing house funds payable acceptable to the Representatives drawn to the order of the Company Company, at the offices above office of J.P. Turner Skadden, Arps, Slate, Xxxxxxx & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to youXxxx LLP. Certificates for the Shares The Optional Securities being purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the on each Optional Closing Date or Additional evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at a reasonable time in advance of such Optional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, Covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to sell to the several Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company Company, at $_______ per share, the number of Firm Shares set forth opposite the Underwriters' respective names in Schedule 1 hereto. The purchase price per Firm Share to be paid by of the Underwriters shall be in Column (1) of Schedule I hereto, and (ii) the Selling Shareholders, severally and not jointly, agree to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Selling Shareholders, at $________ per share, the number of Firm Shares set forth opposite the respective names of the Underwriters in Column (2) of Schedule I hereto. The initial public offering price number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same proportion to the total number of Firm Shares to be sold by such Selling Shareholder, as specified in Schedule II hereto, as the number of Firm Shares set forth opposite the name of such Underwriter in Column (2) of Schedule I bears to the total Delivery of certificates, and payment of the Shares shall be $_____. Payment purchase price, for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner Bear, Steaxxx & CompanyXo. Inc., L.L.C.245 Xxxx Xxxxxx, 5445 DTC ParkwayXxx Xxxx, Suite 940Xxx Xxxx 00000, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representativesuch other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern New York time, in which event delivery and payment shall be made on the fourth business day following the date the Registration Statement becomes effective (unless such time and date are postponed in accordance with the provisions of Section 9 hereof), or at such other time as shall be agreed upon by you, the initial public offeringSelling Shareholders and the Company. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Firm Shares shall be made to the several Underwriters, or to their representative for their respective accounts, against payment by the several Underwriters through their representative of the purchase price for the Firm Shares by wire transfer of next-day funds, to the accounts designated by the Company and the Selling Shareholders at least one business day before the Closing Date, or by certified or official bank check checks, in clearing house funds next-day funds, payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to youand each Selling Shareholder. Certificates for the Firm Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall and the Selling Shareholders will permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect theretothe Closing Date. If for any reason one or more In addition, the Selling Shareholders hereby grant to the several Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) option to purchase up to 390,000 shares of Common Stock as the Additional Shares at the same purchase price per share to be paid by the several Underwriters to the Company and pay the Selling Shareholders for the number Firm Shares as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Shares agreed by the several Underwriters. This option may be exercised at any time (but not more than once) on or before the 30th day following the effective date of the Registration Statement, by written notice by you to the Selling Shareholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be purchased by delivered (such Underwriter, date and time being herein sometimes referred to as the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase"Additional Closing Date"); provided, however, that the non-defaulting Underwriters Additional Closing Date shall not be obligated to purchase earlier than the Firm Shares Closing Date or earlier than the second full business day after the date on which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of option shall have been exercised nor later than the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that eighth full business day after the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares date on which the defaulting Underwriter or Underwriters agreed to purchase if option shall have been exercised (unless such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory full business days prior to the Representative Additional Closing Date. The Selling Shareholders will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as Payment for the purchase of such Firm Additional Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred made by the Representative as provided in Section 10 hereof, and without any liability on the part several Underwriters through their representative by wire transfer of any nonnext-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if anyday funds, to the Company accounts designated by the Selling Shareholders at least one business day before the Additional Closing Date, or by certified or official bank check, in next-day funds, payable to the order of each Selling Shareholder at the offices of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Underwriters or to the remaining non-defaulting Underwriters their representative for damages occasioned by its default hereundertheir respective accounts.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price of $36.85 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof). Payment for the Firm Shares to be sold hereunder, less the underwriting fee set forth opposite the name of each Underwriter in Schedule I hereof, is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Deutsche Bank Securities Inc., 00 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on February 3, 2009 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the number of Firm Option Shares set forth opposite as to which the Underwriters' names in Schedule 1 heretoseveral Underwriters are exercising the option and the time and date at which such Option Shares are to be delivered. The purchase price per Firm Share time and date at which the Option Shares are to be paid delivered shall be determined by the Underwriters Representatives but shall not be $______earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The initial public offering price option with respect to the Option Shares granted hereunder may be exercised only to cover over- allotments in the sale of the Shares shall be $_____. Payment for the Firm Shares by the Underwriters Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares, less the underwriting fee applicable to the Option Shares set forth in Schedule I hereto, shall be made by Federal Funds wire transfer or to an account designated by certified or official bank check in clearing house funds, payable the Company for the Option Shares to be sold by the order Company against delivery of the Company Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of J.P. Turner & CompanyDeutsche Bank Securities Inc., L.L.C.00 Xxxx Xxxxxx, 5445 DTC Parkway0xx Xxxxx, Suite 940Xxx Xxxx, Greenwood XxxxxxxXxx Xxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain Timea.m. New York time, on the third business day following the time of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the "Option Closing Date." Delivery of . To the Shares may be madeextent, at the option of the Representativeif any, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which that the option is being exercised, and the time and date, as determined Option Shares will be delivered by the Representative, when Transfer Agent in such Additional Shares are to be delivered (each denominations and in such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than registrations as the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor Representatives request in writing not later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify place as the termination of this Agreement under the provisions of Section 10 hereof) to purchase Representatives, DTC and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderagree.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriterseach Underwriter and each Underwriter, severally and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company at a purchase price of $________ per Share, the number of Firm Shares set forth opposite the Underwriters' names name of such Underwriter in Column (1) of Schedule 1 I hereto. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price Delivery of certificates, and payment of the Shares shall be $_____. Payment purchase price, for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner & CompanyXxxxxx Xxxx LLC at 000 Xxxx Xxxxxx, L.L.C.Xxx Xxxx, 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111Xxx Xxxx 00000, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other location as shall be agreed upon by the Company by at least two full days' notice in writing, upon delivery of and the Shares to the RepresentativeRepresentatives. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeNew York City time, on the third business day following the ___________, 1996 or at such other time of the initial public offering, and date thereafter as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on agreed upon by the fourth business day following Representatives and the time of the initial public offeringCompany. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment certificates for the Additional Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by wire transfer the several Underwriters through the Representatives of the purchase price for the Firm Shares by Federal or by certified or official bank check other funds immediately available in clearing house funds payable New York City drawn to the order of the Company at for the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx Firm Shares sold by at least two full days' notice in writing, upon delivery of it. The certificates representing for the Additional Firm Shares to you. Certificates for the Shares purchased shall be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such name or names and in such authorized denominations as you may request in writing at least the Representatives shall request, not less than two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery the Firm Shares will be made available to the Representatives at least one full such office or such other place as the Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York time on the business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriterseach Underwriter agrees, severally and not jointly, agree to purchase from the Company at a price of $ per share, the number of Firm Shares set forth opposite the Underwriters' names name of each Underwriter in Schedule 1 heretoI hereof, subject to adjustments in accordance with Section hereof. The purchase price per Firm Share to be paid by the Underwriters shall be $______. The initial public offering price of the Shares shall be $_____. (b) Payment for the Firm Shares to be sold hereunder is to be made via wire transfer of immediately available funds or such other payment procedures agreed to by the Underwriters shall parties. Such payment and delivery are to be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner Alex. Browx & CompanyXons Incorporated, L.L.C.135 Xxxx Xxxxxxxxx Xxxxxx, 5445 DTC ParkwayXxxxxxxxx, Suite 940Xxxxxxxx, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeBaltimore time, on the third business day following after the time date of the initial public offering, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The this Agreement or at such other time and date of not later than five business days thereafter as you and the Company shall agree upon, such delivery time and payment are date being herein called referred to as the "Closing Date." Delivery of (As used herein, "business day" means a day on which the Nasdaq Stock Market (National Market) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The certificates for the Firm Shares may will be madedelivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day -5- 7 prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the option of the Representative, through the facilities of The Depository Trust CompanyClosing Date. (c) In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised by the Representative on the basis of the representations, warranties, covenants, representations and agreements of the Company warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at any time and from time to time on the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or before in part by giving written notice only once within 30 days after the 45th day following the Effective Date date of this Agreement, by you, as Representatives of the Registration Statementseveral Underwriters, by written notice by the Representative to the Company. Such notice shall set , setting forth the aggregate number of Additional Option Shares as to which the option is being exercisedseveral Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date, as determined by the Representative, when date at which such Additional certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be determined by the Representatives but shall not be earlier than the Closing Date three nor earlier later than the third ten full business day days after the date on which the notice of the exercise of the option shall have been given such option, nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company at the offices of J.P. Turner & Company, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or Additional more days before the Closing Date, the notice of exercise shall set the Closing Date as applicablethe Option Closing Date. The Company number of Option Shares to be purchased by each Underwriter shall permit you be in the same proportion to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination total number of this Agreement under the provisions of Section 10 hereof) to purchase and pay for Option Shares being purchased as the number of Firm Shares agreed to be being purchased by such Underwriter, the Company shall immediately give notice thereof Underwriter bears to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which Shares, adjusted by you in such non-defaulting Underwriter agreed manner as to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable lawavoid fractional shares. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance The option with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory respect to the Representative for the purchase of such Firm Option Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right granted hereunder may be exercised only to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes cover over-allotments in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase sale of all the Firm Shares which by the defaulting Underwriter or Underwriters agreed to purchase hereunderUnderwriters. You, this Agreement shall be terminated without further act or deed and without any liability on the part as Representatives of the Company several Underwriters, may cancel such option at any time prior to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred its expiration by the Representative as provided in Section 10 hereof, and without any liability on the part giving written notice of any non-defaulting Underwriter such cancellation to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liabilityTo the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date via wire transfer of immediately available funds or other payment procedures agreed to by the parties against delivery of certificates therefor at the offices of Alex. Browx & Xons Incorporated, 135 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx. 3. Offering by the Underwriters. It is understood that the several Underwriters are to make a public offering of the Firm Shares as soon as the Representatives deem it advisable to do so. The Firm Shares are to be initially offered to the Company or public at the public offering price set forth in the Prospectus. The Representatives may from time to time thereafter change the public offering price and other selling terms. To the extent, if at all, that any Option Shares are purchased pursuant to Section 2 hereof, the Underwriters will offer them to the remaining non-defaulting public on the foregoing terms. It is further understood that you will act as the Representatives for the Underwriters for damages occasioned in the offering and sale of the Shares in accordance with a Master Agreement Among Underwriters entered into by its default hereunderyou and the several other Underwriters. 4.

Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Shares in the respective numbers of shares set forth on Schedule 1 hereto from the Company the number of Firm Shares set forth opposite the Underwriters' names in Schedule 1 hereto. The at a purchase price of $1,000 per Firm Share share, less an underwriting spread of 3.5% per share. One or more certificates in definitive form for the Shares that the Initial Purchasers have agreed to be paid by purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Company at least one business day prior to the Closing Date, shall be $______delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. The initial public offering price Such delivery of and payment for the Shares shall be $_____. Payment for the Firm Shares by the Underwriters shall be made by wire transfer or by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of J.P. Turner Shearman & CompanySterling, L.L.C.000 Xxxxxxxxx Xxxxxx, 5445 DTC ParkwayXxx Xxxx, Suite 940Xxx Xxxx at 9:00 a.m., Greenwood XxxxxxxNew York time, Xxlorado 80111on May 14, 1998, or at xxxx xxxxx xxxxx xx xxx Xxxxxxxxxxxxxx xxxxx xxxxxxxxx xxx xxxise such other place, time or date not later than June 1, 1998 as the Company by at least two full days' notice in writing, upon delivery of the Shares to the Representative. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeInitial Purchasers, on the third business day following one hand, and the time of the initial public offeringCompany, as defined in Section 10(a) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth business day following the time of the initial public offering. The other hand, may agree upon, such time and date of such delivery and against payment are being herein called referred to as the "Closing Date." Delivery of The Company will make such certificate or certificates for the Shares may be made, at the option of the Representative, through the facilities of The Depository Trust Company. In addition, the Company hereby grants to the Representative the option to purchase all or a portion of the Additional Shares as may be necessary to cover over-allotments, at the same purchase price per Additional Share as the price per Firm Share provided available for in this Section 3. The Representative may purchase Additional Shares when exercising such option, in its sole discretion. This option may be exercised checking and packaging by the Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 45th day following the Effective Date of the Registration Statement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the time and date, as determined by the Representative, when such Additional Shares are to be delivered (each such time and date are herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following the initial purchase of Additional Shares by the Representative. Payment for the Additional Shares shall be made by wire transfer or by certified or official bank check in clearing house funds payable to the order of the Company Initial Purchasers at the offices of J.P. Turner & CompanyTD Securities (USA) Inc. in New York, L.L.C., 5445 DTC Parkway, Suite 940, Greenwood Xxxxxxx, Xxlorado 80111New York, or at xxxx xxxxx xxxxx xx xxx xxxxx xxxxxxxxx xxx xxxxxx xxx Xxxxxxx by such other place as TD Securities (USA) Inc. may designate, at least two full days' notice in writing, upon delivery of certificates representing the Additional Shares to you. Certificates for the Shares purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days 24 hours prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Firm Shares, the number of Firm Shares which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of Firm Shares which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Firm Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining non-defaulting Underwriters for damages occasioned by its default hereunder.