Common use of Agreement to Act as Underwriters Clause in Contracts

Agreement to Act as Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined below), the Company shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, an aggregate amount equal to 6.5% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated Certificate of Designation (the “Certificate of Designation”), adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders 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 $[•] 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) [•], 2012, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (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 Underwriters shall be the exclusive underwriters in connection with the Offering, which shall be undertaken pursuant to the public through 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 Underwriters, acting as agents, and the . The Underwriters agree to offer and sell the Securities for the Company will act on a best efforts basis pursuant and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered Shares, or any portion thereof, in the prospective Offering. Under no circumstances will the Underwriters or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Shares for their own account or otherwise provide any financing. The Underwriters’ appointment shall commence upon the date of the execution of this Agreement 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 Representative), unless all of the Shares have previously been subscribed for. The Underwriters shall act solely as the Company’s agents and not as principals. The Underwriters shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Shares and the Company shall have the sole right to accept offers to purchase Offered 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 Underwriters may (i) create a selling syndicate of additional 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 Underwriters 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 Shares shall be made at one or more closings (each, a “Closing”, and the date on which a Closing occurs, the “Closing Date”). (b) Subject The Representative may, in its sole discretion, increase the Maximum Offering Amount up to the provisions amount of this Agreementthe Increased Maximum and offer and sell the Additional Shares in order to satisfy increased demand by Investors. The Representative may choose to increase the Maximum Offering Amount and offer and sell the Additional Shares at any time during the Offering Period. The purchase price to be paid per Additional Share shall be equal to the Purchase Price. The Underwriters shall not be under any obligation to offer or sell any Additional Shares. The Representative shall provide notice to the Company, as which shall be confirmed in writing via overnight mail or facsimile or email or other electronic transmission (the “Increase Notice”). Upon receipt of the Increase Notice with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, the Company shall become obligated to sell to the Investors up to the number of Additional Shares specified in such Increase Notice. (c) As compensation for the services rendered, on the Closing (as defined below), Date the Company shall cause to be paid pay to the Underwriters by wire transfer or their respective designees their pro rata portion (based on the number of immediately available funds to one or more accounts designated by the Underwriters, an aggregate amount equal to 6.5% Shares sold) of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined expenses set forth below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated Certificate of Designation (the “Certificate of Designation”), adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders 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 $[•] 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) [•], 2012, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (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 Underwriters shall be the exclusive Underwriters in connection with the Offering, which shall be undertaken pursuant to the public through the Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company shall cause to be paid to and Boustead Securities, LLC, as representative of the Underwriters by wire transfer of immediately available funds to one or more accounts designated by (the Underwriters, an aggregate amount equal to 6.5% “Representative”). The Underwriters will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the gross proceeds received by the Company for the successful sale of the SecuritiesShares, or any portion thereof, in the prospective Offering. The Underwriters Underwriters’ appointment shall allocate commence upon the date of the execution of this Agreement, and shall continue for a period of (such fees period, including any extension thereof as they mutually agree hereinafter provided, being herein called the “Offering Period”) of 180 calendar days from the effective date (the “Effective Date”) of the Registration Statement (and such allocation shall be provided for a period of up to 45 additional days if extended by agreement of the Company at or prior to and the Closing. The Underwriters agree that the foregoing compensationUnderwriters), together with any expense reimbursements payable hereunder, constitutes unless all of the compensation that Shares have previously been subscribed for. The Offering will terminate and all amounts paid by Investors to purchase Shares will be promptly returned to them without charge, deduction or interest as provided in the Underwriters shall be entitled to receive in connection with Prospectus and the Offering Escrow Agreement (as defined below) contemplated hereby. (ci) The Securities will be issued pursuant to an amended and restated Certificate of Designation if subscriptions for at least $10,000,000 have not been received within the Offering Period, (the “Certificate of Designation”), adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders ii) at any time by agreement of the Company and the Underwriters or (iii) this Agreement shall be terminated as provided herein. Under no circumstances will the Underwriters or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Shares for their own accounts or otherwise provide any financing. The Underwriters shall act solely as the Company’s agents and not as principals. The Underwriters shall have no authority to bind the Company with respect to any prospective offer to purchase the Shares and the Company shall have the sole right to accept offers to purchase the 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 Representative may (i) create a selling syndicate of additional underwriters for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or a non-U.S. bank, broker, dealer or other institution not required to register for membership with FINRA, not subject to disqualification under Article III, Section 4 of FINRA’s Bylaws, and not required to be filed registered under the Securities Exchange Act of 1934, as amended (a “non-member non-U.S. dealer”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering or a non-member non-U.S. dealer who is, and will remain at all relevant times, an appropriately registered or licensed broker or dealer (to the extent required) in its home jurisdiction and in any non-U.S. jurisdiction in which it engages in activities in connection with the Secretary of State Offering. The Underwriters 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, release of the State of Delaware. (d) The purchase price for each of for, and delivery of, the Securities Shares shall be $[•] per share made at one or more closings (each, a “Closing” and the date on which a Closing occurs, a “Closing Date”), as the case may be, provided, however that the first Closing (the “Per Share PriceInitial Closing”) and may not be for Shares of less than the Securities Minimum Subscription Amount. As compensation for services rendered, on a Closing Date, the Company 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) [•], 2012, or (ii) termination in accordance with Section 9 below. (e) Subject pay to the provisions of Underwriters the fees including cash commissions and Underwriters’ Warrants as set forth on Schedule B, in addition to the following expenses, which shall be paid whether or not the transactions contemplated by this Agreement and the performance Registration Statement are consummated or this Agreement is terminated: i. all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; ii. all fees and expenses in connection with filings with FINRA's Public Offering System; iii. all fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; iv. all fees and expenses in connection with listing the Shares on the Nasdaq Stock Market (“NASDAQ”); v. all reasonable travel expenses of the Company's officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; vi. any stock transfer taxes incurred in connection with this Agreement or the Offering; vii. the cost and charges of any transfer agent or registrar for the Shares; viii. Underwriters’ counsel's fees up to $125,000 and third-party due diligence expenses up to $25,000. The Company has paid to the Underwriters an advance against accountable expenses in the amount of $50,000 of which any unused portion will be returned to Company to the extent not actually incurred. In the event that this Agreement is terminated pursuant to Section 9 hereof, the Company will pay all documented out-of-pocket and unreimbursed expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ counsel, expenses associated with a due diligence report and reasonable travel specified in Sections 1(a)(v) and (viii)) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be paid or reimbursed by the Company directly or indirectly to or on behalf of all the Underwriter shall not exceed $275,000. Delivery of its obligations to the Underwriters’ Warrants shall be performed hereunder, the Underwriters agree to offer and sell the Securities for the Company made on a best efforts basis. The Company recognizes that “best efforts” does not assure that Closing Date and shall be issued in the Offering will be consummated. It is understood name or names and agreed that in such authorized denominations as the Underwriters shall not and are under no obligation to purchase any Securities 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 CompanyRepresentative may request.

Agreement to Act as Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined below), the Company shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, an aggregate amount equal to 6.55% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated a Certificate of Designation (the “Certificate of Designation”), adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders 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 $[•] 47.00 per share (the “Per Share Price”) and the Securities shall each have a liquidation value of $25.00 50.00 per share. The Offering shall commence on the date hereof and shall expire upon the earlier to occur of (i) [•]March 22, 20122011, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all of the terms and conditions of this Agreement, the The Company agrees to issue and sell to the public through the Underwriters, Underwriters acting as agents, and each Underwriter, on the Underwriters agree basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to offer and sell the Securities Shares for the Company on a best efforts basis pursuant to this Agreement (the “Offering”)Agreement. (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing Date (as defined belowbelow in Section 4(a) hereof), the Company Underwriters shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, receive an aggregate amount equal to 6.58.0% of the gross proceeds received by the Company for the sale of the SecuritiesShares. The Underwriters shall allocate such fees as they mutually agree agree, and such allocation shall be provided to the Company at or prior to the ClosingClosing Date. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunderhereunder and the Representative’s Warrant (as defined below), constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) offering contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated Certificate of Designation (the “Certificate of Designation”), adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders 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 Shares shall be $[•●] per share (the “Per Share Price”) and the Securities shall each have a liquidation value of $25.00 per share). The Offering offering shall commence on the date hereof and shall expire upon the earlier to occur of (i) [•●], 20122014, or (ii) termination in accordance with Section 9 10 below. (ed) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree to offer and sell the Securities Shares for the Company on a best efforts basis. The Company recognizes that “best efforts” does not assure that the Offering offering will be consummated. It is understood and agreed consummated or that the Underwriters shall not and are under no obligation to purchase any Securities 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 Companyfull amount of proceeds will be raised.

Agreement to Act as Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined belowbelow in Section 4(a) hereof), the Company Underwriters shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, receive an aggregate amount equal to 6.57.0% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees compensation as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated herebyOffering. (c) The Securities Preferred Stock will be issued pursuant to an amended and restated a Certificate of Designation Designations (the “Certificate of DesignationDesignations”) to the Company’s Third Amended and Restated Certificate of Incorporation (the “charter”), adopted pursuant to a resolution which sets forth the designations, rights, number of shares and preferences of the board of directors and approval of the requisite stockholders of the Company and Preferred Stock, to be filed with the Secretary of State of the State of DelawareDelaware on or about December 12, 2013. (d) The purchase price for each of the Securities shall be $[•] 23.00 per share (the “Per Share Price”) ), and the Securities each fractional share of Preferred Stock represented by a Security shall each have a liquidation value of $25.00 per shareDepositary Share. The Offering shall commence on the date hereof and shall expire upon the earlier to occur of (i) [•]December 20, 20122013 (the “End Date”), or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined below), the Company shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, an aggregate amount equal to 6.5% of the gross proceeds received by the Company for the sale of the Securities, provided, however, that the Company shall pay an aggregate amount equal to 2.0% of the gross proceeds received by the Company for the sale of the Securities to investors previously identified by the Company. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated Certificate of Designation (the “Certificate of Designation”), adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders 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 $[•] 21.00 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) [•]August 3, 2012, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined belowbelow in Section 4(a) hereof), the Company shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the UnderwritersRepresentatives, an aggregate amount equal to 6.56.0% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated a Certificate of Designation (the “Certificate of Designation”), adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders of the Company and to be filed with the Secretary of State of the State of DelawareDelaware on or about May 23, 2013. (d) The purchase price for each of the Securities shall be $[•] 47.50 per share (the “Per Share Price”) and the Securities shall each have a liquidation value of $25.00 50.00 per share. The Offering shall commence on the date hereof and shall expire upon the earlier to occur of (i) [•]May 30, 20122013, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined belowbelow in Section 4(a) hereof), the Company Underwriters shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, receive an aggregate amount equal to 6.57.0% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated herebyOffering. (c) The Securities will be issued pursuant to an Certificates of Amendment to the Company’s Articles of Incorporation, as amended and restated Certificate of Designation (the “Certificate of Designationcharter”), adopted pursuant to a resolution which set forth the designations, rights, number of shares and preferences of the board of directors and approval of the requisite stockholders of the Company and to be Securities, filed with the Secretary of State of the State of DelawareOhio on November 1, 2012 and October [•], 2013. (d) The purchase price for each of the Securities shall be $[•] 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) [•], 20122013, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined below), the Company shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, an aggregate amount equal to 6.54.5% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated the Certificate of Designation (the “Certificate of Designation”)Rights and Preferences of 8% Series E Cumulative Convertible Preferred Stock, adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders of the Company and to be filed with the Secretary of State of the State of Delawaredated November 2, 2012. (d) The purchase price for each of the Securities shall be $[•] 23.50 per share (the “Per Share Price”) and the Securities shall each have a liquidation value of $25.00 ($25,000.00 per share of Preferred Stock) per share. The Offering shall commence on the date hereof and shall expire upon the earlier to occur of (i) [•]December 17, 2012, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined belowbelow in Section 4(a) hereof), the Company Underwriters shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, receive an aggregate amount equal to 6.57.0% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree agree, and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated Certificate the Articles of Designation (Amendment to the “Certificate of Designation”)charter relating to the 10.5% Series D Fixed Rate/Floating Rate Cumulative Redeemable Preferred Stock, adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders of the Company and to be as filed with the Secretary of State of the State of DelawareTennessee on September 25, 2013. (d) The purchase price for each of the Securities shall be $[•] 24.50 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) [•]August 31, 20122014, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined below), the Company shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, an aggregate amount equal to 6.53.5% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated the Certificate of Designation (the “Certificate of Designation”)Rights and Preferences of 8.0% Series D Cumulative Preferred Stock, adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders of the Company and to be filed with the Secretary of State of the State of Delawaredated March 16, 2011. (d) The purchase price for each of the Securities shall be $[•] 44.00 per share (the “Per Share Price”) and the Securities shall each have a liquidation value of $25.00 50.00 per share. The Offering shall commence on the date hereof and shall expire upon the earlier to occur of (i) [•]September 13, 2012, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined belowbelow in Section 4(a) hereof), the Company Underwriters shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, receive an aggregate amount equal to 6.57.0% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated herebyOffering. (c) The Securities will be issued pursuant to an amended the Company’s Articles of Incorporation, as amended, which set forth the designations, rights, number of shares and restated Certificate of Designation (the “Certificate of Designation”), adopted pursuant to a resolution 868951 preferences of the board of directors and approval of the requisite stockholders of the Company and to be Securities, filed with the Secretary of State of the State of DelawareGeorgia on December 12, 2013 and further amended on April 7, 2015 (the “Charter”). (d) The purchase price for each of the Securities shall be $[•] 23.9475 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) [•]April 30, 20122015, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined belowbelow in Section 4(a) hereof), the Company Underwriters shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, receive an aggregate amount equal up to 6.57.0% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated Certificate the Articles of Designation (Amendment to the “Certificate of Designation”)charter relating to the 10.75% Series C Cumulative Preferred Stock, adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders of the Company and to be as filed with the Secretary of State of the State of DelawareTennessee on September 28, 2012. (d) The purchase price for each of the Securities shall be $[•] 22.90 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) [•]February 15, 20122013, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined belowbelow in Section 4(a) hereof), the Company Underwriters shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, receive an aggregate amount equal to 6.57.0% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated herebyOffering. (c) The Securities will be issued pursuant to an amended and restated a Certificate of Designation Amendment to the Company’s Articles of Incorporation, as amended (the “Certificate of Designationcharter”), adopted pursuant to a resolution which sets forth the designations, rights, number of shares and preferences of the board of directors and approval of the requisite stockholders of the Company and to be Securities, filed with the Secretary of State of the State of DelawareOhio on November 1, 2012. (d) The purchase price for each of the Securities shall be $[•] 23.00 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) [•]November 15, 2012, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined belowbelow in Section 4(a) hereof), the Company Underwriters shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, receive an aggregate amount equal to 6.55.25% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated herebyOffering. (c) The Securities will be issued pursuant to an amended the Company’s Articles of Incorporation, as amended, which set forth the designations, rights, number of shares and restated Certificate of Designation (the “Certificate of Designation”), adopted pursuant to a resolution preferences of the board of directors and approval of the requisite stockholders of the Company and to be Securities, filed with the Secretary of State of the State of DelawareGeorgia on December 12, 2013 and further amended on April 7, 2015 and May 28, 2015 (the “Charter”). (d) The purchase price for each of the Securities shall be $[•] 24.16125 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 15, 20122015, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined belowbelow in Section 4(a) hereof), the Company Underwriters shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, receive an aggregate amount equal to 6.55.5% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated herebyOffering. (c) The Securities will be issued pursuant to an amended and restated a Certificate of Designation to the Company’s Certificate of Incorporation, as amended (the “Certificate of Designationcharter”), adopted pursuant to a resolution which sets forth the designations, rights, number of shares and preferences of the board of directors and approval of the requisite stockholders of the Company and to be Securities, filed with the Secretary of State of the State of DelawareDelaware on or about January 24, 2013. (d) The purchase price for each of the Securities shall be $[•] 23.00 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) [•]February 8, 20122013 (the “End Date”), or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined belowbelow in Section 4(a) hereof), the Company Underwriters shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, receive an aggregate amount equal to 6.57.0% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated Certificate the Articles of Designation (Amendment to the “Certificate of Designation”)charter relating to the 10.75% Series C Cumulative Preferred Stock, adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders of the Company and to be filed with the Secretary of State of the State of Delawaredated September 28, 2012. (d) The purchase price for each of the Securities shall be $[•] 23.00 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) [•]October 15, 2012, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined belowbelow in Section 4(a) hereof), the Company Underwriters shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, receive an aggregate amount equal to 6.57.0% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree agree, and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated Certificate the Articles of Designation (Amendment to the “Certificate of Designation”)charter relating to the 10.75% Series C Cumulative Preferred Stock, adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders of the Company and to be as filed with the Secretary of State of the State of DelawareTennessee on September 28, 2012. (d) The purchase price for each of the Securities shall be $[•] 21.50 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) [•]July 5, 20122013, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (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 Underwriters shall be the exclusive Underwriters in connection with the Offering, which shall be undertaken pursuant to the public through 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 Underwriters, acting as agents, and the . The Underwriters agree to offer and sell the Securities for the Company will act on a best efforts basis pursuant and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Offered Shares, or any portion thereof, in the prospective Offering. The Underwriters agree to use their best efforts to complete the sale of the Offered Shares, but under no circumstances will the Underwriters or any of their respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Offered Shares for its own account or otherwise provide any financing. The Underwriters’ appointment shall commence upon the date of the execution of this Agreement Agreement, and shall continue for a period (such period, including any extension thereof as hereinafter provided, being herein called the “Offering Period”) of 90 calendar days from the Effective Date (as defined below) (and for a period of up to 60 additional days if extended by agreement of the Company and the Representative), unless all of the Offered Shares have previously been subscribed for. The Underwriters shall act solely as the Company’s agents and not as principals. The Underwriters shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Shares and the Company shall have the sole right to accept offers to purchase Offered 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 Underwriters may (i) create a selling syndicate of additional 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 Underwriters 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 Shares shall be made at one or more closings (each, a “Closing”, and the date on which a Closing occurs, the “Closing Date”). (b) Subject to the provisions of this Agreement, as As compensation for the services rendered, on the Closing (as defined below), Date the Company shall cause to be paid pay to the Underwriters by wire transfer or their respective designees their pro rata portion (based on the number of immediately available funds to one or more accounts designated by the Underwriters, an aggregate amount equal to 6.5% Shares sold) of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined expenses set forth below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated Certificate of Designation (the “Certificate of Designation”), adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders 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 $[•] 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) [•], 2012, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined belowbelow in Section 4(a) hereof), the Company Underwriters shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, receive an aggregate amount equal to 6.57.0% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree agree, and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated Certificate the Articles of Designation (Amendment to the “Certificate of Designation”)charter relating to the 10.5% Series D Fixed Rate/Floating Rate Cumulative Redeemable Preferred Stock, adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders of the Company and to be as filed with the Secretary of State of the State of DelawareTennessee on September 25, 2013. (d) The purchase price for each of the Securities shall be $[•] 25.00 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) [•]October 4, 20122013, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (ai) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell act as the Securities for the Company Company’s exclusive underwriters, on a best efforts basis pursuant only, in connection with the issuance and sale by the Company of the Firm Shares to this Agreement the Investors. The Company shall pay to the Underwriters a fee equal to 7.5% (the “OfferingUnderwriting Discount”) of the gross offering proceeds received by the Company from the sale of the Firm Shares as set forth on the cover page of the Final Prospectus (as hereinafter defined). (bii) Subject For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, and subject to all the provisions terms and conditions of this Agreement, as compensation for the services renderedUnderwriters are hereby granted, on by the Closing (as defined below)Selling Stockholders, an option to purchase the Company shall cause Option Shares. The purchase price to be paid for the Option Shares will be the same price per Option Share as the price per Firm Share. The Over-allotment Option may be exercised by the Underwriters as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing. The Underwriters will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Selling Stockholders shall pay to the Underwriters by wire transfer of immediately available funds the Underwriting Discount with respect to one or more accounts designated by the Underwriters, an aggregate amount equal to 6.5% of the gross proceeds received by the Company Selling Stockholders from the Underwriters for the sale of the SecuritiesOption Shares. The Underwriters shall allocate such fees as they mutually agree and such allocation shall Over-allotment Option granted hereby may be provided exercised by the giving of oral notice to the Company at from the Underwriters, which must be confirmed in writing by overnight mail or prior facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the Closing. The Underwriters agree that date and time for delivery of and payment for the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated Certificate of Designation Option Shares (the “Certificate of DesignationOption Closing Date”), adopted pursuant to a resolution which will not be later than five (5) full Business Days after the date of the board notice or such other time as shall be agreed upon by the Attorneys-in-Fact and the Underwriters, at the offices of directors [ ] or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Attorneys-in-Fact and approval the Underwriters. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the requisite stockholders of Over-allotment Option, the Company and Selling Stockholders will become obligated to be filed with the Secretary of State of the State of Delaware. (d) The purchase price for each of the Securities shall be $[•] 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) [•], 2012, or (ii) termination in accordance with Section 9 below. (e) Subject convey to the provisions of this Agreement Underwriters, and, subject to the terms and the performance by the Company of all of its obligations to be performed hereunderconditions set forth herein, the Underwriters agree will become obligated to offer and sell purchase, 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Companynumber of Option Shares specified in such notice.

Agreement to Act as Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined belowbelow in Section 4(a) hereof), the Company Underwriters shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the Underwriters, receive an aggregate amount equal of up to 6.57.0% of the gross proceeds received by the Company for the sale of the Securities. The Underwriters shall allocate such fees as they mutually agree agree, and such allocation shall be provided to the Company at or prior to the Closing. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities will be issued pursuant to an amended and restated Certificate the Articles of Designation (Amendment to the “Certificate of Designation”)charter relating to the 10.75% Series C Cumulative Preferred Stock, adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders of the Company and to be as filed with the Secretary of State of the State of DelawareTennessee on September 28, 2012. (d) The purchase price for each of the Securities shall be $[•] 22.25 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) [•]May 31, 20122013, or (ii) termination in accordance with Section 9 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree 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 Underwriters shall not and are under no obligation to purchase any Securities 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 Underwriters. (a) On the basis of the representations, warranties and agreements of the Company herein 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 Underwriters, acting as agents, and the Underwriters agree to offer and sell the Securities Units for the Company on a best efforts basis pursuant to this Agreement (the “Offering”). (b) Subject to the provisions of this Agreement, as compensation for the services rendered, on the Closing (as defined below)Date, the Company shall cause to be paid to the Underwriters by wire transfer of immediately available funds to one or more accounts designated by the UnderwritersRepresentatives, an aggregate amount equal to 6.56.0% of the gross proceeds received by the Company for the sale of the SecuritiesUnits. The Underwriters shall allocate such fees as they mutually agree pro-rata according to the number of Units sold by each underwriter and such allocation shall be provided to the Company at or prior to the Closing. In addition, for managing the Offering, Global Hunter will receive a fee of 1% of the gross proceeds received by the Company from the sale of the Units to investors. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all of the compensation that the Underwriters shall be entitled to receive in connection with the Offering (as defined below) contemplated hereby. (c) The Securities Shares will be issued pursuant an amendment to an amended and restated Certificate the Articles of Designation (Incorporation of the “Certificate of Designation”)Company, adopted pursuant to a resolution of the board of directors and approval of the requisite stockholders of the Company and to be filed with the Secretary of State of the State of DelawareFlorida on or about July 22, 2013 (“Amended Articles”). (d) The purchase price for each of the Securities Units shall be $[•] 22.50 per share (the “Per Share Price”) Unit and the Securities Shares 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) [•]August 16, 20122013, or (ii) termination in accordance with Section 9 11 below. (e) Subject to the provisions of this Agreement and the performance by the Company of all of its obligations to be performed hereunder, the Underwriters agree to offer and sell the Securities Units 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 . (f) An underwriter will use its commercially reasonable efforts to have the Underwriters shall not and are under no obligation to purchase any Securities for their own account and that this Agreement does not create any partnership, joint venture Shares quoted on the OTCBB or other similar relationship between or among the Underwriters and the CompanyOTCQB.