Common use of Agreement to Act as Underwriter Clause in Contracts

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Underwriter shall be the exclusive Underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Underwriter or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Underwriter shall act solely as the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Offered Securities shall be made at one or more closings (each, a “Closing” and the date on which a Closing occurs, a “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a Closing Date, the Company shall pay to the Underwriter the fees and expenses set forth below:

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Underwriter shall be the exclusive Underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered Securities, or any portion thereof, in the prospective Offering. The Underwriter’s appointment shall commence upon the date of the execution of this Agreement, and shall continue for a period of (such period, including any extension thereof as hereinafter provided, being herein called the “Offering Period”) of 90 days from the effective date (the “Effective Date”) of the Registration Statement (and for a period of up to 30 additional days if extended by agreement of the Company and the Underwriter), unless all of the Securities have previously been subscribed for. The Offering will terminate (i) at any time by agreement of the Company and the Underwriter or (ii) this Agreement shall be terminated as provided herein. Under no circumstances will the Underwriter or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Underwriter shall act solely as the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment release of the purchase price for, and delivery of, the Offered Securities shall be made at one or more closings the closing (each, a the “Closing” and the date on which a Closing occurs, a the “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a Closing Date, the Company shall pay to the Underwriter the fees and expenses set forth below:

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Underwriter shall be the exclusive Underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered Securities, or any portion thereof, in the prospective Offering. The Underwriter’s appointment shall commence upon the date of the execution of this Agreement, and shall continue for a period of (such period, including any extension thereof as hereinafter provided, being herein called the “Offering Period”) of 180 calendar days from the effective date (the “Effective Date”) of the Registration Statement (and for a period of up to 30 additional days if extended by agreement of the Company and the Underwriter), unless all of the Securities have previously been subscribed for. The Offering will terminate and all amounts paid by Investors to purchase Securities will be promptly returned to them without charge, deduction or interest as provided in the Prospectus and the Escrow Agreement (as defined below) (i) if subscriptions for at least $7,000,000 have not been received within the Offering Period, (ii) at any time by agreement of the Company and the Underwriter or (iii) this Agreement shall be terminated as provided herein. Under no circumstances will the Underwriter or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Underwriter shall act solely as the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment release of the purchase price for, and delivery of, the Offered Securities shall be made at one or more closings (each, a “Closing” and the date on which a Closing occurs, a “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a Closing Date, the Company shall pay to the Underwriter the fees and expenses set forth below:

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Underwriter shall be the exclusive Underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered Securities, or any portion thereof, in the prospective Offering. The Underwriter’s appointment shall commence upon the date of the execution of this Agreement, and shall continue for a period of (such period, including any extension thereof as hereinafter provided, being herein called the “Offering Period”) of 180 calendar days from the effective date (the “Effective Date”) of the Registration Statement (and for a period of up to 30 additional days if extended by agreement of the Company and the Underwriter), unless all of the Securities have previously been subscribed for. The Offering will terminate and all amounts paid by Investors to purchase Securities will be promptly returned to them without charge, deduction or interest as provided in the Prospectus and the Escrow Agreement (as defined below) (i) if subscriptions for at least $25,000,000 have not been received within the Offering Period, (ii) at any time by agreement of the Company and the Underwriter or (iii) this Agreement shall be terminated as provided herein. Under no circumstances will the Underwriter or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Underwriter shall act solely as the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment release of the purchase price for, and delivery of, the Offered Securities shall be made at one or more closings (each, a “Closing” and the date on which a Closing occurs, a “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a Closing Date, the Company shall pay to the Underwriter the fees and expenses set forth below:

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Underwriter shall be the exclusive Underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered Securities, or any portion thereof, in the prospective Offering. The Underwriter’s appointment shall commence upon the date of the execution of this Agreement, and shall continue for a period of (such period, including any extension thereof as hereinafter provided, being herein called the “Offering Period”) of 90 days from the effective date (the “Effective Date”) of the Registration Statement (and for a period of up to 30 additional days if extended by agreement of the Company and the Underwriter), unless all of the Securities have previously been subscribed for. In addition, in the event that the Maximum Subscription Amount has been met on or prior to the offering termination date, the Underwriter may exercise the over-subscription option on or prior to the offering termination date to extend the offering for an additional 45 days. The Offering will terminate and all amounts paid by applicants to purchase Securities will be promptly returned to them without charge, deduction or interest as provided in the Prospectus and the Escrow Agreement (as defined below) (i) if subscriptions for at least $5,000,000 have not been received within the Offering Period, (ii) at any time by agreement of the Company and the Underwriter or (iii) this Agreement shall be terminated as provided herein. Under no circumstances will the Underwriter or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Underwriter shall act solely as the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Offered Securities shall be made at one or more closings (each, a “Closing” and the date on which a Closing occurs, a “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a Closing Date, the Company shall pay to the Underwriter the fees and expenses set forth below:

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Underwriter shall be the exclusive Underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered Securities, or any portion thereof, in the prospective Offering. The Underwriter’s appointment shall commence upon the date of the execution of this Agreement, and shall continue for a period (such period, including any extension thereof as hereinafter provided, being herein called the “Offering Period”) till March 28, 2020 unless all of the Securities have previously been subscribed for. The Offering Period may be extended for a period of up to 90 additional days if extended by agreement of the Company and the Underwriter. The Offering will terminate and all amounts paid by applicants to purchase Securities will be promptly returned to them without charge, deduction or interest as provided in the Prospectus and the Escrow Agreement (as defined below) (i) if subscriptions for at least $8,000,000 have not been received within the Offering Period, (ii) at any time by agreement of the Company and the Underwriter or (iii) this Agreement shall be terminated as provided herein. Under no circumstances will the Underwriter or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Underwriter shall act solely as the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Offered Securities shall be made at one or more closings (each, a “Closing” and the date on which a Closing occurs, a “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a Closing Date, the Company shall pay to the Underwriter the fees and expenses set forth below:

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Underwriter shall be the exclusive Underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered Securities, or any portion thereof, in the prospective Offering. The Underwriter’s appointment shall commence upon the date of the execution of this Agreement, and shall continue for a period of (such period, including any extension thereof as hereinafter provided, being herein called the “Offering Period”) of 180 calendar days from the effective date (the “Effective Date”) of the Registration Statement (and for a period of up to 30 additional days if extended by agreement of the Company and the Underwriter), unless all of the Securities have previously been subscribed for. In addition, in the event that the Maximum Subscription Amount has been met on or prior to the offering termination date, the Underwriter may exercise the over-subscription option on or prior to the offering termination date to extend the offering for an additional 45 days. The Offering will terminate and all amounts paid by Investors to purchase Securities will be promptly returned to them without charge, deduction or interest as provided in the Prospectus and the Escrow Agreement (as defined below) (i) if subscriptions for at least $25,000,000 have not been received within the Offering Period, (ii) at any time by agreement of the Company and the Underwriter or (iii) this Agreement shall be terminated as provided herein. Under no circumstances will the Underwriter or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Underwriter shall act solely as the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment release of the purchase price for, and delivery of, the Offered Securities shall be made at one or more closings (each, a “Closing” and the date on which a Closing occurs, a “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a Closing Date, the Company shall pay to the Underwriter the fees and expenses set forth below:

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Underwriter shall be the exclusive Underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered SecuritiesShares, or any portion thereof, in the prospective Offering. Under no circumstances will the Underwriter or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities Shares for its own account or otherwise provide any financing. The Underwriter shall act solely as the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities Shares and the Company shall have the sole right to accept offers to purchase Offered Securities Shares and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Offered Securities Shares shall be made at one or more closings (each, a “Closing” ”, and the date on which a Closing occurs, a the “Closing Date”). (b) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a the Closing Date, Date the Company shall pay to the Underwriter the fees and expenses set forth below:

Agreement to Act as Underwriter. (ai) On the basis of the representations, warranties and agreements of the Company herein contained, contained and subject to all the terms and conditions of this Agreement, the Underwriter Company hereby appoints Aegis Capital Corporation ("Aegis"), and Aegis agrees to act, as the Company's lead underwriter in connection with the issuance and sale, on a best-efforts, minimum/maximum basis, by the Company of the Shares to the Investors. The Company agrees that the FINRA registered broker-dealers listed on Schedule 1 hereto shall act as co-underwriters for the Shares (such co-underwriters, collectively with Aegis, the "Underwriters"), it being agreed, however, that Aegis and such other co-underwriters selected by Aegis shall be the exclusive Underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Underwriter or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Underwriter shall act solely as the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter underwriters for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or Shares. (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Offered Securities shall be made at one or more closings (each, a “Closing” and the date on which a Closing occurs, a “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a Closing Date, the Company shall pay to the Underwriter Underwriters 7% of the fees and expenses proceeds received by the Company from the sale of the Shares as set forth belowon the cover page of the Prospectus (as hereinafter defined). (iii) The Company will also issue to the Underwriters warrants to purchase Common Stock (the "Underwriter Warrants") in an amount equal to 4% of the Shares as set forth on the cover page of the Prospectus, subject to certain adjustments, and allocated between them as they shall mutually agree. The Underwriter Warrants will be subject to the 180-day lock-up provision of FINRA Rule 5110(g). The Underwriter Warrants will also be non-exercisable for six (6) months after the Closing Date and will expire five (5) years after the Effective Date of the Registration Statement. The Underwriter Warrants are exercisable at $6.00 per share, equal to 120% of public offering price of the Shares and shall not be redeemable by the Company, contain provisions for one demand registration of the sale of the underlying shares of common stock at the Company's expense, an additional demand registration at the warrant holder's expense, and unlimited "piggyback" registration rights for a period of five years after the Effective Date at the Company's expense to the extent that the Registration Statement is not effective at the time of exercise. (iv) The Company shall pay to the Underwriters a non-accountable expense allowance equal to 2.0% of the gross proceeds of the offering. (v) The Company shall pay to Aegis advances against their anticipated out-of-pocket expenses as follows: (i) $10,000 upon execution of the initial engagement letter, which has previously been paid, and (ii) up to $10,000 after receipt of the effective order if the hourly billing of Xxxxxxx Xxxxxx & Xxxx LLP exceeds $10,000. (vi) The Shares are being sold at a price of $5.00 per share (the "Purchase Price"). The purchases of the Shares shall be evidenced by the execution of Subscription Agreements by each of the Investors and the Company. The offering contemplated hereby shall commence on the date hereof and shall expire, inclusive of any extensions, on the earliest to occur of: (i) September 16, 2011; or (ii) the Maximum Amount is sold pursuant to this prospectus (the "Closing Date"). The period of time set forth in this Section 1(f) is referred to herein as the "Offering Period." (vii) Subject to the provisions of this Agreement and to the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree to use their best efforts to assist in arranging for sales of Shares. The Company recognizes that "best efforts" does not assure that the offering contemplated hereby will be consummated. It is understood and agreed that the Underwriters shall not and are under no obligation to purchase any Shares for their own account and that this Agreement does not create any partnership, joint venture or other similar relationship between or among the Underwriters and the Company.

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company and the Parent herein contained, contained and subject to all of the terms and conditions of this Agreement, the Company agrees to issue and sell to the public through the Underwriter, acting as agent, and the Underwriter shall be agrees to offer and sell the exclusive Underwriter in connection with Securities for the Offering, which shall be undertaken Company on a best efforts basis pursuant to this Agreement (the Company’s Registration Statement “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined below), with the terms of such Offering Company shall cause to be subject paid to market conditions and negotiations between the Underwriter by wire transfer of immediately available funds to one or more accounts designated by the Underwriter, an aggregate amount equal to 5% of the gross proceeds received by the Company and for the Underwritersale of the Securities. The Underwriter will act on a best efforts basis and agrees that the Company agrees and acknowledges that there is no guarantee foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the successful sale of the Offered Securities, or any portion thereof, in the prospective Offering. Under no circumstances will compensation that the Underwriter or any of their respective “Affiliates” shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be obligated issued pursuant to financially underwrite a Certificate of Designation (the “Certificate of Designation”), adopted pursuant to a resolution of the board of directors of the Company and to be filed with the Secretary of State of the State of Delaware. (d) The purchase price for each of the Securities shall be $23.25 per share (the “Per Share Price”) and the Securities shall each have a liquidation value of $25.00 per share. The Offering shall commence on the date hereof and shall expire upon the earlier to occur of (i) June 23, 2011, or (ii) termination in accordance with Section 9 below. (e) Pursuant to the Guarantee Agreement to be entered into by the Company and the Parent as of the Closing Date, substantially in the form attached hereto as Exhibit A (the “Guarantee Agreement”), the Parent shall fully and unconditionally guarantee to each holder of the Securities, the payment and performance of the Company’s obligations under the Certificate of Designation to the extent set forth in the Guarantee Agreement. (f) Subject to the provisions of this Agreement, the Guarantee Agreement and the performance by the Company and the Parent of their respective obligations to be performed hereunder and thereunder, the Underwriter agrees to offer and sell the Securities for the Company on a best efforts basis. The Company recognizes that “best efforts” does not assure that the Offering will be consummated. It is understood and agreed that the Underwriter shall not and is under no obligation to purchase any of the Offered Securities for its own account and that this Agreement does not create any partnership, joint venture or otherwise provide any financing. The Underwriter shall act solely as other similar relationship between or among the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Offered Securities shall be made at one or more closings (each, a “Closing” and the date on which a Closing occurs, a “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a Closing DateUnderwriter, the Company shall pay to and the Underwriter the fees and expenses set forth below:Parent.

Agreement to Act as Underwriter. (ai) On the basis of the representations, warranties and agreements of the Company herein contained, contained and subject to all the terms and conditions of this Agreement, the Underwriter Company hereby appoints Aegis Capital Corporation ("Aegis"), and Aegis agrees to act, as the Company's lead underwriter in connection with the issuance and sale, on a best- efforts, minimum/maximum basis, by the Company of the Shares to the Investors. The Company agrees that the FINRA registered broker-dealers listed on Schedule 1 hereto shall act as co-underwriters for the Shares (such co-underwriters, collectively with Aegis, the "Underwriters"), it being agreed, however, that Aegis and such other co-underwriters selected by Aegis shall be the exclusive Underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Underwriter or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Underwriter shall act solely as the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter underwriters for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or Shares. (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Offered Securities shall be made at one or more closings (each, a “Closing” and the date on which a Closing occurs, a “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a Closing Date, the Company shall pay to the Underwriter Underwriters 7% of the fees and expenses proceeds received by the Company from the sale of the Shares as set forth belowon the cover page of the Prospectus (as hereinafter defined). (iii) The Company will also issue to the Underwriters warrants to purchase Common Stock (the "Underwriter Warrants") in an amount equal to 4% of the Shares as set forth on the cover page of the Prospectus, subject to certain adjustments, and allocated between them as they shall mutually agree. The Underwriter Warrants will be subject to the 180-day lock-up provision of FINRA Rule 5110(g). The Underwriter Warrants will also be non-exercisable for six (6) months after the Closing Date and will expire five (5) years after the Effective Date of the Registration Statement. The Underwriter Warrants are exercisable at $6.00 per share, equal to 120% of public offering price of the Shares and shall not be redeemable by the Company, contain provisions for one demand registration of the sale of the underlying shares of common stock at the Company's expense, an additional demand registration at the warrant holder's expense, and unlimited "piggyback" registration rights for a period of five years after the Effective Date at the Company's expense to the extent that the Registration Statement is not effective at the time of exercise. (iv) The Company shall pay to the Underwriters a non-accountable expense allowance equal to 2.0% of the gross proceeds of the offering. (v) The Company shall pay to Aegis advances against their anticipated out-of-pocket expenses as follows: (i) $10,000 upon execution of the initial engagement letter, which has previously been paid, and (ii) up to $10,000 after receipt of the effective order if the hourly billing of Xxxxxxx Xxxxxx & Xxxx LLP exceeds $10,000. (vi) The Shares are being sold at a price of $5.00 per share (the "Purchase Price"). The purchases of the Shares shall be evidenced by the execution of Subscription Agreements by each of the Investors and the Company. The offering contemplated hereby shall commence on the date hereof and shall expire, inclusive of any extensions, on the earliest to occur of: (i) September 2, 2011; or (ii) the Maximum Amount is sold pursuant to this prospectus (the "Closing Date"). The period of time set forth in this Section 1(f) is referred to herein as the "Offering Period." (vii) Subject to the provisions of this Agreement and to the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree to use their best efforts to assist in arranging for sales of Shares. The Company recognizes that "best efforts" does not assure that the offering contemplated hereby will be consummated. It is understood and agreed that the Underwriters shall not and are under no obligation to purchase any Shares for their own account and that this Agreement does not create any partnership, joint venture or other similar relationship between or among the Underwriters and the Company.

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company herein contained, contained and subject to all of the terms and conditions of this Agreement, the Company agrees to issue and sell to the public through the Underwriter, acting as agent, and the Underwriter shall be agrees to offer and sell the exclusive Underwriter in connection with Securities for the Offering, which shall be undertaken Company on a best efforts basis pursuant to this Agreement (the Company’s Registration Statement "Offering"). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined below), with the terms of such Offering Company shall cause to be subject paid to market conditions and negotiations between the Underwriter by wire transfer of immediately available funds to one or more accounts designated by the Underwriter, an aggregate amount equal to 5% of the gross proceeds received by the Company and for the Underwritersale of the Securities. The Underwriter will act on a best efforts basis and agrees that the Company agrees and acknowledges that there is no guarantee foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the successful sale of the Offered Securities, or any portion thereof, in the prospective Offering. Under no circumstances will compensation that the Underwriter or any of their respective “Affiliates” shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be obligated issued pursuant to financially underwrite or purchase any a Certificate of Designation (the "Certificate of Designation"), adopted pursuant to a resolution of the Offered board of directors of the Company and to be filed with the Secretary of State of the State of Nevada. (d) The purchase price for each of the Securities for its own account or otherwise provide any financingshall be $23.00 per share (the "Per Share Price") and the Securities shall each have a liquidation value of $25.00 per share. The Underwriter Offering shall act solely as commence on the Company’s agent date hereof and not as principal. The Underwriter shall have no authority expire upon the earlier to bind the Company occur of (i) July 1, 2011, or (ii) termination in accordance with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. Section 9 below. (e) Subject to the Company’s written consent, which consent shall not provisions of this Agreement and the performance by the Company of all of its obligations to be unreasonably withheld, conditioned, or delayedperformed hereunder, the Underwriter may (i) create a selling syndicate of additional Underwriter agrees to offer and sell the Securities for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely Company on such soliciting dealers who are FINRA members to participate in placing a portion of the Offeringbest efforts basis. The Company recognizes that "best efforts" does not assure that the Offering will be consummated. It is understood and agreed that the Underwriter may also retain shall not and is under no obligation to purchase any Securities for their own account and that this Agreement does not create any partnership, joint venture or other brokers similar relationship between or dealers to act as sub-agents or selected dealers on their behalf in connection with among the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Offered Securities shall be made at one or more closings (each, a “Closing” Underwriter and the date on which a Closing occurs, a “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a Closing Date, the Company shall pay to the Underwriter the fees and expenses set forth below:Company.

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Underwriter shall be the exclusive Underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Underwriter or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Underwriter shall act solely as the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Offered Securities shall be made at one or more closings closing (each, a the “Closing” and the date on which a the Closing occurs, a the “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a the Closing Date, the Company shall pay to the Underwriter the fees and expenses set forth below:

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Underwriter shall be the exclusive Underwriter underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement Base Prospectus and Supplement (each as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered SecuritiesShares, or any portion thereof, in the prospective Offering. Under no circumstances will the Underwriter or any of their respective its “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities Shares for its own account or otherwise provide any financing. The Underwriter shall act solely as the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities Shares and the Company shall have the sole right to accept offers to purchase Offered Securities Shares and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter underwriters for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Offered Securities Shares shall be made at one or more closings (each, a “Closing” and the date on which a Closing occurs, a “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a Closing Date, the Company shall pay to the Underwriter the fees and expenses set forth below:

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Underwriter shall be the exclusive Underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered SecuritiesShares, or any portion thereof, in the prospective Offering. Under no circumstances will the Underwriter or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities Shares for its own account or otherwise provide any financing. The Underwriter’s appointment shall commence upon the date of the execution of this Agreement, and shall continue for a period (such period, including any extension thereof as hereinafter provided, being herein called the “Offering Period”) of 180 calendar days from the Effective Date (as defined below) (and for a period of up to 45 additional days if extended by agreement of the Company and the Underwriter), unless all of the Offered Shares have previously been subscribed for. The Underwriter shall act solely as the Company’s agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities Shares and the Company shall have the sole right to accept offers to purchase Offered Securities Shares and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Offered Securities Shares shall be made at one or more closings (each, a “Closing” ”, and the date on which a Closing occurs, a the “Closing Date”). (b) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a the Closing Date, Date the Company shall pay to the Underwriter the fees and expenses set forth below:

Agreement to Act as Underwriter. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Underwriter shall be the exclusive Underwriter in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Underwriter. The Underwriter will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale or placement of the Offered Securities, or any portion thereof, in the prospective Offering. The Underwriter’s appointment shall commence upon the date of the execution of this Agreement, and shall continue for a period of (such period, including any extension thereof as hereinafter provided, being herein called the “Offering Period”) of 120 days from the effective date (the “Effective Date”) of the Registration Statement, unless all of the Offered Securities have previously been subscribed for; provided, however, that the Offering Period may be extended for a period of up to 30 additional days by written agreement of the Underwriter and the Company. In addition, in the event that the Maximum Subscription Amount has been met on or prior to the offering termination date, the Underwriter may exercise the over-subscription option on or prior to the offering termination date to extend the offering for an additional 45 days. The Offering will terminate and all amounts paid by applicants to purchase Offered Securities will be promptly returned to them without charge, deduction or interest as provided in the Prospectus (i) if agreed at any time by the Company and the Underwriter or (ii) this Agreement shall be terminated as provided herein. Under no circumstances will the Underwriter or any of their respective “Affiliates” its Affiliates (as defined below) be obligated to financially underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Underwriter shall act solely as the Company’s lead placement agent and not as principal. The Underwriter shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Underwriter may (i) create a selling syndicate of additional Underwriter underwriters for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) appoint and rely on such soliciting dealers who are FINRA members one or more sub-placement agents to participate in placing a portion of the Offering. The Underwriter may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Offered Securities shall be made at one or more closings (each, a “Closing” and the date on which a Closing occurs, a “Closing Date”) or Option Closing Date (as defined below), as the case may be, provided, however that the first Closing (the “Initial Closing”) may not be for Offered Securities of less than the Minimum Subscription Amount. As compensation for services rendered, on a each Closing Date or Option Closing Date, the Company shall pay to the Underwriter the fees and expenses set forth below: