Common use of Certain Covenants and Agreements of the Company Clause in Contracts

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company will comply with the requirements of Rule 430B. (b) The Company will not file with the SEC the Prospectus, any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative of each filing or effectiveness. (c) The Company will advise the Representative promptly (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwise, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (v) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Act, (viii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the Representative, without charge, as many copies of each Preliminary Prospectus as the Representative has reasonably requested. The Company will deliver to the Representative, without charge, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the Disclosure Package and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative in writing, the Company will furnish to the Representative at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s counsel’s reasonable legal fees, and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex Equities. (g) Subject to Section 6(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading, or, if it is necessary at any time to amend the Disclosure Package or the Prospectus to comply with the Act or the Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative and counsel for the Underwriters) as the Underwriter may reasonably request. For purposes of this Section 6(g), the Company will provide such information to the Representative, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the Representative, as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the Representative: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXX. (l) During the course of the distribution of the Shares, the Company and the Subsidiaries will not and the Company shall cause its officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the Shares. (m) During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Representative, directly or indirectly, sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any Common Stock, options or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Shares), provided, however, that the Company may issue Common Stock pursuant to this Agreement, pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material event. (n) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the Company will use all reasonable efforts to maintain the listing of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transaction. (o) The Company shall, at its sole cost and expense, supply and deliver to the Representative and the Underwriters’ counsel, within a reasonable period from the Closing Date, up to four sets of transaction binders in such form and content as the Underwriter reasonably requests.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter Placement Agent as follows: (a) The Company will comply to use its best efforts (i) to cause the Registration Statement to become effective at the earliest possible time and, if required, to file the Prospectus with the requirements Commission within the time periods specified by Rule 424(b) under the Securities Act, and to furnish copies of Rule 430B.the Prospectus to the Placement Agent as promptly as practicable in such quantities as the Placement Agent may reasonably request and (ii) keep the Registration Statement effective from the date hereof through the date which is 90 days after the date hereof; (b) The Company will to deliver, at the expense of the Company, to the Placement Agent two signed copies of the Registration Statement (as originally filed) and each amendment thereto, in each case including exhibits and documents incorporated by reference therein, and, during the period mentioned in Section 4(e) below, to the Placement Agent as many copies of the Prospectus as the Placement Agent may reasonably request; (c) before filing any amendment or supplement to the Registration Statement or the Prospectus to furnish to the Placement Agent a copy of the proposed amendment or supplement for review and not to file any such proposed amendment or supplement to which the Placement Agent reasonably objects; (d) to advise the Placement Agent promptly (i) when any amendment to the Registration Statement has been filed or becomes effective, (ii) when any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Placement Agent with copies thereof, (iii) of any request by the SEC Commission for any amendment to the Prospectus, Registration Statement or any amendment or supplement to the Prospectus or for any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative of each filing or effectiveness. (c) The Company will advise the Representative promptly (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwise, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (v) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Act, (viiiiv) of the issuance by the SEC Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary the Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends to make such offers or sales, or the initiation or threatening of any proceedings proceeding for any that purpose, (v) of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance occurrence of any such stop order or of any order preventing or suspending such useevent, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the Representative, without charge, as many copies of each Preliminary Prospectus as the Representative has reasonably requested. The Company will deliver to the Representative, without charge, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the Disclosure Package and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative in writing, the Company will furnish to the Representative at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s counsel’s reasonable legal fees, and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex Equities. (g) Subject to Section 6(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Periodperiod referenced in Section 4(e) below, as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, Prospectus would contain include an untrue statement of a material fact, fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances in which they are madewhen the Prospectus is delivered to a purchaser, not misleading, orand (vi) of the receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and to use its best efforts to prevent the issuance of any such stop order, or of any order preventing or suspending the use of the Prospectus, or of any order suspending any such qualification of the Shares, or notification of any such order thereof and, if issued, to obtain as soon as possible the withdrawal thereof; (e) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Shares, any event shall occur or condition shall exist as a result of which it is necessary, in the judgment of the Placement Agent or the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the judgment of the Placement Agent or the Company, at any such time to amend the Disclosure Package Registration Statement or amend or supplement the Prospectus in order to comply with the Act or requirements of the Regulations or any applicable securities or Blue Sky lawsSecurities Act, the Company will promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, Commission such amendment or supplement or document that will as may be necessary to correct such statement or omission or effect to make the Registration Statement or the Prospectus comply with such compliance requirements, and the Company will furnish to the Underwriters Placement Agent such number of copies of such amendments, supplements amendment or documents (in form and substance satisfactory to the Representative and counsel for the Underwriters) supplement as the Underwriter Placement Agent may reasonably reasonable request. For purposes of this Section 6(g), the Company will provide such information to the Representative, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative and the Underwriters’ counsel such further information as each may from time to time reasonably request.; (hf) The Company agrees that, unless it obtains to endeavor to qualify the prior written consent Shares for offer and sale under the securities or “blue sky” laws of such jurisdictions as the Placement Agent shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the ActShares; provided that the prior written Company shall not be required to (x) file a general consent to service of the Representative shall be deemed process, (y) subject itself to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to taxation or (z) qualify as a “Permitted Free Writing Prospectus.” The Company agrees that (i) foreign corporation in any jurisdiction in which it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable is not otherwise required to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.do so; (ig) The Company will to make generally available to its security holders and to the Representative, Placement Agent as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the effective date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder and cover thereunder; (h) for a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); providedtwo years, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to furnish to the Closing Date, the Company will issue no press release Placement Agent copies of all reports or other communications directly or indirectly and hold no press conference with respect to the offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the Representative: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications not otherwise publicly available (financial or other) furnished to holders of the Company mailed Shares (in the same manner as such documents are furnished to its security holders; and (iii) every material press release in respect holders of the Company or its affairs that is released or prepared by the Company; providedShares), however, that no and copies of any reports or documents need to be and financial statements furnished to the extent they have been or filed with the SEC and are publicly available on XXXXX.Commission or any national securities exchange; (l) During the course of the distribution of the Shares, the Company and the Subsidiaries will not and the Company shall cause its officers and directors not to, (i) takefor a period of 45 days after the date hereof, not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any action designed or file with the Commission a registration statement under the Act relating to, or that could reasonably be expected to, cause or result in stabilization or manipulation any additional shares of the price of the its Common Stock or (ii) sellsecurities convertible into or exchangeable or exercisable for any shares of its Common Stock, bid foror publicly disclose the intention to make any such offer, purchase sale, pledge, disposition or pay anyone any compensation for soliciting purchases of, the Shares. (m) During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will notfiling, without the prior written consent of the RepresentativePlacement Agent, directly except the issuance of any securities or indirectly, sell, offer, contract or grant any options to sellpurchase Common Stock under current employee benefit plans, pledge, transfer or establish an open “put equivalent position” within the meaning filing of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any Common Stock, options or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to its current employee benefit plans, the Shares)filing of any post-effective amendment to its registration statement on Form SB-2, File No. 333-140367, or the issuance by the Company of securities in exchange for or upon conversion of its outstanding securities outstanding on the date hereof; provided, however, that, in the event that the Company may issue Common Stock pursuant to this Agreement, pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if either (Ax) during the last 17 days of the 90“lock-day period referenced aboveup” period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs; occurs or (By) prior to the expiration of the 90“lock-day period referenced aboveup” period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90the “lock-day up” period, then, in either case, the restrictions imposed by this Section 6(n) shall continue to apply expiration of the “lock-up” period will be extended until the expiration of the 18-day period beginning on the issuance date of the release of the earnings release results or the occurrence of the materials material news or material event, as applicable, unless the Placement Agent waives, in writing, such extension. (nj) For a period of three years to use the net proceeds received by the Company from the Effective sale of the Shares as provided herein and in the Subscription Agreements in the manner specified in the Prospectus under caption “Use of Proceeds”; (k) whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid on each of the Closing Date or the Additional Closing Date, if any, to the extent not paid at the Closing Date, all costs and expenses incident to the performance of its obligations hereunder, including without limiting the generality of the foregoing, all costs and expenses (i) incident to the preparation, registration, transfer, execution and delivery of the Shares to the Purchasers, including any transfer or other taxes payable thereon, (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement and the Prospectus, (iii) incurred in connection with the registration or qualification of the Shares under the laws of such jurisdictions as the Placement Agent may designate (including fees of counsel for the Placement Agent and their disbursements), (iv) related to any required filing with, and clearance of the offering by, the NASD (including fees of counsel for the Placement Agent and their disbursements), (v) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement and the furnishing to the Placement Agent and dealers of copies of the Registration Statement and the Prospectus, including mailing and shipping, as herein provided, (vi) the cost of preparing stock certificates, and (vii) the cost and charges of any transfer agent and any registrar; provided, that, if the offering is consummated, the Company agrees to pay on the Closing Date to the Placement Agent by wire transfer in immediately available funds to the account specified to the Company an amount equal to $588,750 as a non-accountable expense allowance; provided, further, that, if the offering is not consummated because any condition to the obligations of the Placement Agent set forth in Section 5 hereof is not satisfied or because this Agreement is terminated pursuant to Section 8 hereof (other than in each such shorter period that any shares case solely by reason of Common Stock remain outstandinga default by the Placement Agent on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company will use agrees to pay or cause to be paid in a timely manner upon demand by the Placement Agent all reasonable efforts fees, disbursements and out-of-pocket expenses (including legal fees and third-party engineering services) reasonably incurred by the Placement Agent up to maintain $75,000; and (l) not to take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of the listing price of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transactionStock. (o) The Company shall, at its sole cost and expense, supply and deliver to the Representative and the Underwriters’ counsel, within a reasonable period from the Closing Date, up to four sets of transaction binders in such form and content as the Underwriter reasonably requests.

Certain Covenants and Agreements of the Company. The Company covenants and agrees the Operating Partnership covenant and agree with the Underwriter Underwriters as follows: (a) The Company will comply with file the requirements Prospectus pursuant to Rule 424(b) of the Securities Act Regulations within the time period permitted by such Rule. The Company will advise the Underwriters promptly of any such filing pursuant to Rule 430B.424(b). The Company will file any Issuer Free Writing Prospectus to the extent required by Rule 433 of the Securities Act Regulations. (b) The Company will not file with the SEC Commission (i) the Prospectus, any amendment or supplement to the Prospectus or the General Disclosure Package, or any amendment to the Registration Statement relating to the Shares or the Disclosure PackageOffering, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, unless the Company shall have determined based upon the advice of counsel that such amendment, supplement or filing is required by law, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SECCommission, in accordance with the Securities Act Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the General Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the General Disclosure Package with the SEC Commission in the manner and within the time period frame required by Rule 424(b) or Rule 433 under the ActSecurities Act Regulations. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective (if the effective time is subsequent to the execution and delivery of this Agreement) or the Prospectus or the General Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative of each filing or effectiveness. (c) The Company will advise the Representative promptly (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwiseCommission, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC Commission concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the General Disclosure Package or any amended Prospectus or General Disclosure Package has been filed, (v) of any request of the SEC Commission for amendment or supplementation of the Registration Statement, the General Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is (or but for the exemption in Rule 172 of the Securities Act Regulations would be) required to be delivered under the Securities Act and or the Securities Act Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement Statement, the General Disclosure Package or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act, (viii) of the issuance by the SEC Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus, Prospectus and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the Representative, without charge, as many copies of each Preliminary Prospectus preliminary prospectus as the Representative has reasonably requested. The Company will deliver to the Representative, without charge, such number of copies of the Registration Statement, the General Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the General Disclosure Package and the Prospectus for purposes permitted by the Securities Act, the Securities Act Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering Offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative in writing, the Company will furnish to the Representative at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative may reasonably request. (e) The Company will comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including cooperate with the Company’s counsel’s reasonable legal fees, and otherwise cooperate Representative in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines determine to offer the Shares, after consultation with and consent by the CompanyCompany and will maintain such qualifications, registrations or exemptions in effect so long as required to complete the distribution of Shares, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would shall not be subject obligated to taxation file any general consent to service of process or qualification to qualify as a foreign corporation doing business or as a dealer in such securities in any jurisdiction where in which it is not now so qualified or to take any action which would subject it itself to service taxation in respect of process in suits, other than those arising out of the offering or sale of the Shares, doing business in any jurisdiction where in which it is not now otherwise so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex Equities. (g) Subject to Section 6(b(iv)(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the General Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading, or, if it is necessary at any time to amend the General Disclosure Package or the Prospectus to comply with the Securities Act or the Securities Act Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SECCommission, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative and counsel for the Underwriters) as the Underwriter Underwriters may reasonably request. For purposes of this Section 6(g(iv)(g), the Company will provide such information to the Representative, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the SEC Commission or retained by the Company under Rule 433 of the Securities Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II IV hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SECCommission, legending and record keeping. (i) The Company will make generally available to its security holders securityholders and the Representative, as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder and cover covers a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i(iv)(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing DateTime, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering Offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the Representative: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SECCommission), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC Commission or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holderssecurityholders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC Commission and are publicly available on XXXXX. (l) During the course of the distribution of the Shares, each of the Company and Company, the Operating Partnership, the Subsidiaries will not and the Company shall cause its their respective officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase to facilitate the sale or pay anyone any compensation for soliciting purchases of, resale of the Shares. (m) During the a period commencing on the date hereof and ending on the 90th day following of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representative, (i) directly or indirectly, offer, pledge, sell, offer, contract or grant any options to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of any shares of Common Stock or transfer any securities convertible into or exercisable or exchangeable for Common Stock, (or ii) enter into any swap or any other agreement or any transaction which that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is designed toto be settled by delivery of Common Stock or such other securities, in cash or would reasonably be expected tootherwise, result in the disposition of, or announce the offering of, or ((iii) file any registration statement under with the Act in respect of, Commission relating to the offering of any shares of Common Stock, any options or warrants to acquire Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock or securities exchangeable (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or exercisable for or convertible into (iii) above. The restrictions contained in the preceding sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted or OP Units pursuant to existing equity incentive benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (other than as contemplated by this Agreement C) any OP Units issued in conjunction with respect to the Shares), Company’s bona fide acquisition of properties; provided, however, that the Company may issue Common Stock pursuant to this Agreement, pursuant to aggregate number of shares issued under the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation foregoing clause (C) shall not exceed five percent (5%) of the transaction contemplated by such agreement is subject to the approval Company’s then issued and outstanding shares of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material eventStock. (n) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the The Company will use all reasonable its best efforts to effect the listing of the Shares on the NYSE prior to the Closing Time and maintain the listing of the Common Stock (including, without limitation, the Shares) Shares on the NYSE Amex Equities or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transactionNYSE. (o) The Company shallwill use its best efforts to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2017, and the Company will use its best efforts to continue to qualify for taxation as a REIT under the Code unless the board of directors of the Company determines that it is no longer in the best interests of the Company to continue to qualify as REIT. (p) The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at its sole cost and expense, supply and deliver any time prior to the Representative later of (i) completion of the distribution of the Securities within the meaning of the Securities Act and (ii) completion of the Underwriters’ counsel, within a reasonable 60-day restricted period from the Closing Date, up referred to four sets of transaction binders in such form and content as the Underwriter reasonably requestsSection (iv)(m).

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company will comply with the requirements of Rule 430B. (b) The Company will not file with the SEC the Prospectus, any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative of each filing or effectiveness. (c) The Company will advise the Representative promptly (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) 462I under the Act or otherwise, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (v) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Act, (viii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities MKT or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the Representative, without charge, as many copies of each Preliminary Prospectus as the Representative has reasonably requested. The Company will deliver to the Representative, without charge, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the Disclosure Package and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative in writing, the Company will furnish to the Representative at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s counsel’s reasonable legal fees, and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex EquitiesMKT. (g) Subject to Section 6(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading, or, if it is necessary at any time to amend the Disclosure Package or the Prospectus to comply with the Act or the Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative and counsel for the Underwriters) as the Underwriter may reasonably request. For purposes of this Section 6(g), the Company will provide such information to the Representative, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II III hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the Representative, as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the Representative: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXX. (l) During the course of the distribution of the Shares, the Company and the Subsidiaries will not and the Company shall cause its officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the Shares. (m) During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Representative, directly or indirectly, sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any Common Stock, options or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Shares), provided, however, that the Company may issue Common Stock pursuant to this Agreement, pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material event. (n) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the Company will use all reasonable efforts to maintain the listing of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities MKT or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transaction. (o) The Company shall, at its sole cost and expense, supply and deliver to the Representative and the Underwriters’ counsel, within a reasonable period from the Closing Date, up to four sets of transaction binders in such form and content as the Underwriter reasonably requests.

Certain Covenants and Agreements of the Company. The Company covenants Company, the Operating Partnership, the Advisor covenant and agrees agree with the Underwriter as follows: (a) The Company Company, subject to Section 4(b), will comply with the requirements of Rule 430B.430A. (b) The Company will not file with the SEC Commission the Prospectus, any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the General Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has Representatives have received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, unless the Company shall have determined based upon the advice of counsel that such amendment, supplement or filing is required by law, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative Representatives or counsel for the Underwriters, the Company will promptly prepare and file with the SECCommission, in accordance with the Securities Act Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the General Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the General Disclosure Package with the SEC Commission in the manner and within the time period required by Rule 424(b) or Rule 433 under the ActSecurities Act Regulations. The Company will advise the RepresentativeRepresentatives, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the General Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative Representatives of each filing or effectiveness. (c) The Company will advise the Representative Representatives promptly (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwiseCommission, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC Commission concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the General Disclosure Package or any amended Prospectus or General Disclosure Package has been filed, (v) of any request of the SEC Commission for amendment or supplementation of the Registration Statement, the General Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is required to be delivered under the Securities Act and or the Securities Act Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act, (viii) of the issuance by the SEC Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus, Prospectus and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the RepresentativeRepresentatives, without charge, as many copies of each Preliminary Prospectus preliminary prospectus as the Representative has Representatives have reasonably requested. The Company will deliver to the RepresentativeRepresentatives, without charge, such number of copies of the Registration Statement, the General Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative Representatives may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the General Disclosure Package and the Prospectus for purposes permitted by the Securities Act, the Securities Act Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative Representatives in writing, the Company will furnish to the Representative Representatives at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative Representatives such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative Representatives may reasonably request. (e) The Company will comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including cooperate with the Company’s counsel’s reasonable legal fees, and otherwise cooperate Representatives in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines Representatives determine to offer the Shares, after consultation with and consent by the CompanyCompany and will maintain such qualifications, registrations or exemptions in effect so long as required to complete the distribution of Shares, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would shall not be subject obligated to taxation file any general consent to service of process or qualification to qualify as a foreign corporation doing business or as a dealer in such securities in any jurisdiction where in which it is not now so qualified or to take any action which would subject it itself to service taxation in respect of process in suits, other than those arising out of the offering or sale of the Shares, doing business in any jurisdiction where in which it is not now otherwise so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex Equities. (g) Subject to Section 6(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the General Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading, or, if it is necessary at any time to amend the General Disclosure Package or the Prospectus to comply with the Securities Act or the Securities Act Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SECCommission, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative Representatives and counsel for the Underwriters) as the Underwriter may reasonably request. For purposes of this Section 6(g), the Company will provide such information to the RepresentativeRepresentatives, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative Representatives and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the SEC Commission or retained by the Company under Rule 433 of the Securities Act; provided that the prior written consent of the Representative Representatives shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II IV hereto. Any such free writing prospectus consented to by the Representative Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SECCommission, legending and record keeping. (i) The Company will make generally available to its security holders and the RepresentativeRepresentatives, as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder and cover a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing DateTime, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering of the Shares without the prior written consent of the Representative Representatives unless in the judgment of the Company, after consultation with its counsel and after notification to the RepresentativeRepresentatives, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the RepresentativeRepresentatives: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SECCommission), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC Commission or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC Commission and are publicly available on XXXXX. (l) During the course of the distribution of the Shares, each of the Company and Company, the Advisor, the Operating Partnership, the Subsidiaries will not and the Company shall cause its their respective officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase to facilitate the sale or pay anyone any compensation for soliciting purchases of, resale of the Shares. (m) During the a period commencing on the date hereof and ending on the 90th day following of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativeXxxxxx, (i) directly or indirectly, offer, pledge, sell, offer, contract or grant any options to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of any shares of Common Stock or transfer (any securities convertible into or enter into any transaction which is designed to, exercisable or would reasonably be expected to, result in the disposition of, or announce the offering of, exchangeable for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in respect ofwhole or in part, any directly or indirectly, the economic consequence of ownership of the Common Stock, options whether any such swap or warrants transaction described in clause (i) or (ii) above is to acquire be settled by delivery of Common Stock or securities exchangeable such other securities, in cash or exercisable for otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, or convertible into (B) any shares of Common Stock (other than as contemplated by this Agreement with respect issued or options to the Shares), provided, however, that purchase Common Stock granted pursuant to existing equity incentive benefit plans of the Company may issue Common Stock pursuant referred to this Agreement, pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the General Disclosure Package or and the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material event. (n) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the The Company will use all reasonable its best efforts to effect and maintain the listing of the Common Stock (including, without limitation, including the Shares) on the NYSE Amex Equities or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transactionNYSE. (o) The Company shallwill use its best efforts to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2014, and the Company will use its best efforts to continue to qualify for taxation as a REIT under the Code unless the board of directors of the Company determines that it is no longer in the best interests of the Company to continue to qualify as REIT. (p) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its sole cost and own expense, supply and deliver such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. (q) The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the Representative later of (i) completion of the distribution of the Securities within the meaning of the Securities Act and (ii) completion of the Underwriters’ counsel, within a reasonable 180-day restricted period from the Closing Date, up referred to four sets of transaction binders in such form and content as the Underwriter reasonably requestsSection 6(m).

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter several Underwriters as follows: (a) The If Rule 430A of the Regulations is employed, the Company will comply timely file the Prospectus pursuant to and in compliance with Rule 424(b) of the requirements Regulations and will advise the Representative of Rule 430B.the time and manner of such filing. (b) The Company will not at any time, whether before or after the Registration Statement shall have become effective, during such period as, in the opinion of counsel for the Underwriters, the Prospectus is required by law to be delivered in connection with sales by the Underwriters or a dealer, file with the SEC the Prospectus, or publish any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless Prospectus of which the Representative has received have not been previously advised and furnished a reasonable period of time to review any such proposed amendmentcopy, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent which is not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance compliance with the Regulations, any amendments to or, during the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with period before the distribution of the Offered Shares by and the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If requiredOptional Shares is completed, the Company will file or publish any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to which the Representative of each filing or effectivenessreasonably objects in writing. (c) The Company will use its best efforts to cause the Registration Statement, if not effective at the time and date that this Agreement is executed and delivered by the parties hereto, to become effective and will advise the Representative promptly immediately, and confirm such advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement Statement, is filed with the SEC under Rule 462(c) under the Act or otherwiseSEC, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning SEC, (iii) when the Registration Statement, (iv) Statement has become effective and when any post-effective amendment to the Registration Statement thereto becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (viv) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package Statement or the Prospectus or for additional information, (viv) during the period when the a prospectus Prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”)Regulations, of the happening of any event as a result of which in the Company's judgment makes any material statement in the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required which requires any changes to be stated therein, or necessary to make the statements therein, made in light of the circumstances in which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus in order to comply with the Act, make any material statements therein not misleading and (viiivi) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends Underwriters intend to make such offers or sales, or of the initiation or threatening of any proceedings for any of such purposes known to the Companypurposes. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such useuse and, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the Representative, without charge, and will continue to deliver from time to time until the Effective Date, as many copies of each Preliminary Prospectus as the Representative has may reasonably requestedrequest. The Company will deliver to the Representative, without charge, as soon as possible after the Effective Date, and thereafter from time to time during the period when delivery of the Prospectus is required under the Act, such number of copies of the Registration StatementProspectus (as supplemented or amended, if the Disclosure Package and the Prospectus and Company makes any supplements or amendments thereto, to the Prospectus) as the Representative may reasonably request from time to time during the Prospectus Delivery Periodrequest. The Company hereby consents to the use of such copies of the Disclosure Package each Preliminary Prospectus and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered or sold by the several Underwriters and by all dealers to whom Shares may be offered or sold, both in connection with the offering and sale of the Shares and during for such period of time thereafter as the Prospectus Delivery Period. If requested is required by the Representative Act to be delivered in writing, the connection with sales by any Underwriter or dealer. The Company has furnished or will furnish to the Representative at least one original two signed copy copies of the Registration Statement as originally filed and of all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy two copies of all exhibits filed therewith and two signed copies of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation continuance of offers and sales of of, and dealings in in, the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s counsel’s reasonable legal fees, required and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex Equities. (g) Subject to subsection (b) of this Section 6(b) hereof6, in case of any event occurring event, at any time within the Prospectus Delivery Periodperiod during which, in the opinion of counsel for the Underwriters, a prospectus is required to be delivered under the Act and Regulations, as a result of which the Disclosure Package event any Preliminary Prospectus or the Prospectus, as then amended or supplemented, would contain contain, in the judgment of the Company or in the opinion of counsel for the Underwriters, an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading, or, if it is necessary at any time to amend the Disclosure Package any Preliminary Prospectus or the Prospectus to comply with the Act or the and Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, amendment or supplement or document that will correct such statement or omission or an amendment that will effect such compliance and will furnish to the Underwriters Representative such number of copies of such amendments, amendment or amendments or supplement or supplements to such Preliminary Prospectus or documents the Prospectus (in form and substance satisfactory to the Representative and counsel for the Underwriters) as the Underwriter Representative may reasonably request. For purposes of this Section 6(g)subsection, the Company will provide furnish such information to the Representative, the Underwriters’ ' counsel and counsel to for the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package any Preliminary Prospectus or the Prospectus or file any documentProspectus, and shall furnish to the Representative and the Underwriters’ ' counsel such further information as each may from time to time reasonably request. If the Company and the Representative agree that any Preliminary Prospectus or the Prospectus should be amended or supplemented, the Company, if requested by the Representative, will, if and to the extent required by law, promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the Representative, as soon as practicable but and in any event not later than 45 days after the end of the period covered thereby, an earnings statement of the Company (which need not be audited unless required by the Act, the Regulations, the Exchange Act or the rules or regulations thereunder) that satisfies the provisions of shall comply with Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 consecutive months beginning with not later than the first day of the Company’s first 's fiscal quarter occurring after next following the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective dateEffective Date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (ki) For a period of three five years from the date hereofEffective Date, the Company will deliver to the RepresentativeRepresentative upon request: (iA) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-C, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed with or furnished to the SEC or any securities exchange or FINRAthe NASD, on as soon as practicable after the date each such report or document is so filed or furnished; , (iiB) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; holders and (iiiC) every material press release in respect of the Company or its affairs that is was released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXX. (lj) During the course of the distribution of the Shares, the Company and the Subsidiaries has not taken, nor will not and the Company shall cause its officers and directors not to, (i) it take, directly or indirectly, any action designed to, to or that could might, in the future, reasonably be expected to, to cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the Shares. (mk) During The Company will cause each person listed on Schedule III hereto to execute a legally binding and enforceable agreement (a "lockup agreement") to, for the period commencing specified on Schedule III hereto, not sell, offer to sell, contract to sell, grant any option for the date hereof sale of or otherwise transfer or dispose of any Common Shares (except for the sale of the Shares as contemplated by this Agreement), any options to purchase Common Shares or any securities convertible into or exchangeable for Common Shares (excluding the issuance of Common Shares pursuant to the Employee Options) without the prior written consent of the Representative, which lockup agreement shall be in form and ending on substance satisfactory to the 90th day following Representative and the Underwriters' counsel, and deliver such lockup agreement to the Representative prior to the Effective Date. Appropriate stop transfer instructions will be issued by the Company to the transfer agent for the securities affected by the lockup agreements. (l) The Company will not sell, issue, contract to sell, offer to sell or otherwise dispose of any Common Shares, options to purchase Common Shares or any other security convertible into or exchangeable for Common Shares, from the date of the Prospectus, Effective Date through 180 days after the Company will notEffective Date, without the prior written consent of the Representative, directly or indirectly, sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within except for the meaning sale of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any Common Stock, options or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than Shares as contemplated by this Agreement with respect to the Shares), provided, however, that the Company may issue Common Stock pursuant to this Agreement, the granting of options, and the issuance of Common Shares upon their exercise, under the Company's stock option plans described in the Prospectus, the issuance of Common Shares pursuant to the Agreement by and between the United States Power Fund Employee Options and the Company dated April 17, 2012, Warrants and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material eventRepresentative's Warrant. (nm) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the The Company will use all reasonable efforts to maintain the listing inclusion of the Common Stock (including, without limitation, the Shares) Shares on the NYSE Amex Equities or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transactionNasdaq SmallCap Market. (on) The Company shall, at its sole cost and expense, supply and deliver to the Representative and the Underwriters’ ' counsel, within a reasonable period from after the Closing Date, up six transaction binders, each of which shall include the Registration Statement, as amended or supplemented, all exhibits to four sets the Registration Statement, each Preliminary Prospectus, the Prospectus, the Preliminary Blue Sky Memorandum and any supplement thereto and all underwriting and other closing documents. (o) The Company will use the net proceeds from the sale of transaction binders the Shares to be sold by it hereunder substantially in accordance with the description thereof set forth in the Prospectus and shall file such form reports with the SEC with respect to the sale of such Shares and content the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Underwriter reasonably requestsAct. (p) On the Closing Date, the Company shall sell to the Representative, at a purchase price of $0.001 per warrant, a Representative's Warrant to purchase 100,000 Common Shares. Such Representative's Warrant shall be issued pursuant to the terms of the Warrant Agreement and shall have an exercise price per share equal to $______, shall be exercisable during the period beginning on the first anniversary of the Effective Date and ending on the fifth anniversary of the Effective Date, and shall contain customary anti-dilution and registration rights provisions.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter several Underwriters as follows: (a) The Company will comply with the requirements of Rule 430B. (b) The Company will not file with the SEC SEC, the Prospectus, any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has Representatives have received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing filings thereof, such consent not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative Representatives or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the several Underwriters and will use their reasonable its best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the RepresentativeRepresentatives, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative Representatives of each filing or effectiveness. (c) The Company will advise the Representative promptly Representatives immediately, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwise, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (v) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement or the any Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, therein not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Act, (viii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities Nasdaq or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends Underwriters intend to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the RepresentativeRepresentatives, without charge, as many copies of each Preliminary Prospectus as the Representative has Representatives have reasonably requested. The Company will deliver to the Representativedeliver, without charge, to the Representatives, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus Prospectus, and any supplements or amendments thereto, as the Representative Representatives may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the Disclosure Package and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative in writing, the The Company has furnished or will furnish to the Representative Representatives at least one original signed copy of the Registration Statement as originally filed and of all amendments and supplements thereto, whether filed before or after the Effective DateTime, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative Representatives such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative Representatives may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s its counsel’s reasonable legal fees, and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines Representatives determine to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction jurisdictions for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on Nasdaq. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for a period of three years from the NYSE Amex EquitiesEffective Time. (g) Subject to Section 6(b5(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would contain contain, in the opinion of counsel for the Underwriters, an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading, or, if it is necessary at any time to amend the Disclosure Package or the Prospectus to comply with the Act or the Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the several Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative Representatives and counsel for the Underwriters) as the Underwriter Representatives may reasonably request. For purposes of this Section 6(g5(g), the Company will provide such information to the RepresentativeRepresentatives, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative Representatives and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayedRepresentatives, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative Representatives shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representative Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the Representative, Representatives as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement of the Company that satisfies the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder and cover covering a period of at least 12 twelve months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the Company or its Subsidiaries, the condition, financial or otherwise, or the earnings, business, operations or prospects of any of them, or the offering of the Shares without the prior written consent of the Representative Representatives unless in the judgment of the CompanyCompany and its counsel, after consultation with its counsel and after notification to the Representative, Representatives such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the RepresentativeRepresentatives and, upon request, to each of the Underwriters: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXX. (l) During the course of the distribution of the Shares, the Company and the Subsidiaries will not not, and the Company shall cause its officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock Shares or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the Shares. (m) The Company has caused each person listed on Schedule III hereto to execute an agreement (a “Lock-up Agreement”) in the form set forth as Exhibit A hereto. The Company has delivered such agreements to the Representatives prior to the date of this Agreement. Appropriate stop transfer instructions will be issued by the Company to the transfer agent for the Common Shares and a copy of such instructions will be delivered to the Representatives. (n) During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativeRepresentatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any options option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Act in respect of, any shares of Common StockShares, options or warrants to acquire shares of Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Shares (other than as contemplated by this Agreement with respect to the Shares), ; provided, however, that the Company may issue Common Shares under the Company’s Dividend Reinvestment Plan, 401(k) Plan and Restricted Stock pursuant to this Agreement, pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to abovePlan. Notwithstanding anything contained in this Section 6(n) to the contraryforegoing, if (Ax) during the last 17 days of the 90-day restricted period referenced above, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (By) prior to the expiration of the 90-day period referenced aboverestricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such the 90-day period, the restrictions imposed by in this Section 6(n) clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials material news or material event. The Company will provide the Representatives with prior notice of any announcement described in clause (y) of the preceding sentence that gives rise to an extension of the restricted period. (no) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding)date hereof, the Company will use all reasonable efforts to maintain the listing of the Common Stock Shares (including, without limitation, the Shares) on the NYSE Amex Equities Nasdaq or on a another national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transaction. (op) The Company shall, at its sole cost and expense, supply and deliver to the Representative Representatives and the Underwriters’ counsel, within a reasonable period from the Closing Date, up to four sets of Date transaction binders in such number and in such form and content as the Underwriter Representatives reasonably requestsrequest. (q) The Company will use the net proceeds from the sale of the Shares to be sold by it hereunder substantially in accordance with the description set forth in the Prospectus.

Certain Covenants and Agreements of the Company. The Company covenants Company, the Operating Partnership and agrees the Advisor covenant and agree with the Underwriter Underwriters as follows: (a) The Company Company, subject to Section 3(b), will comply with the requirements of Rule 430B.430A. (b) The Company will not file with the SEC Commission the Prospectus, any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the General Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has Representatives have received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, unless the Company shall have determined based upon the advice of counsel that such amendment, supplement or filing is required by law, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative Representatives or counsel for the Underwriters, the Company will promptly prepare and file with the SECCommission, in accordance with the Securities Act Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the General Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the General Disclosure Package with the SEC Commission in the manner and within the time period required by Rule 424(b) or Rule 433 under the ActSecurities Act Regulations. The Company will advise the RepresentativeRepresentatives, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the General Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative Representatives of each filing or effectiveness. (c) The Company will advise the Representative Representatives promptly (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwiseCommission, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC Commission concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the General Disclosure Package or any amended Prospectus or General Disclosure Package has been filed, (v) of any request of the SEC Commission for amendment or supplementation of the Registration Statement, the General Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is required to be delivered under the Securities Act and or the Securities Act Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act, (viii) of the issuance by the SEC Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus, Prospectus and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the RepresentativeRepresentatives, without charge, as many copies of each Preliminary Prospectus preliminary prospectus as the Representative has Representatives have reasonably requested. The Company will deliver to the RepresentativeRepresentatives, without charge, such number of copies of the Registration Statement, the General Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative Representatives may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the General Disclosure Package and the Prospectus for purposes permitted by the Securities Act, the Securities Act Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering Offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative Representatives in writing, the Company will furnish to the Representative Representatives at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative Representatives such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative Representatives may reasonably request. (e) The Company will comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including cooperate with the Company’s counsel’s reasonable legal fees, and otherwise cooperate Representatives in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines Representatives determine to offer the Shares, after consultation with and consent by the CompanyCompany and will maintain such qualifications, registrations or exemptions in effect so long as required to complete the distribution of Shares, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would shall not be subject obligated to taxation file any general consent to service of process or qualification to qualify as a foreign corporation doing business or as a dealer in such securities in any jurisdiction where in which it is not now so qualified or to take any action which would subject it itself to service taxation in respect of process in suits, other than those arising out of the offering or sale of the Shares, doing business in any jurisdiction where in which it is not now otherwise so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex Equities. (g) Subject to Section 6(b5(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the General Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading, or, if it is necessary at any time to amend the General Disclosure Package or the Prospectus to comply with the Securities Act or the Securities Act Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SECCommission, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative Representatives and counsel for the Underwriters) as the Underwriter Underwriters may reasonably request. For purposes of this Section 6(g5(g), the Company will provide such information to the RepresentativeRepresentatives, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative Representatives and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the SEC Commission or retained by the Company under Rule 433 of the Securities Act; provided that the prior written consent of the Representative Representatives shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II IV hereto. Any such free writing prospectus consented to by the Representative Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SECCommission, legending and record keeping. (i) The Company will make generally available to its security holders securityholders and the RepresentativeRepresentatives, as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder and cover covers a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i5(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing DateTime, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering Offering of the Shares without the prior written consent of the Representative Representatives unless in the judgment of the Company, after consultation with its counsel and after notification to the RepresentativeRepresentatives, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the RepresentativeRepresentatives: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SECCommission), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC Commission or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holderssecurityholders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC Commission and are publicly available on XXXXX. (l) During the course of the distribution of the Shares, each of the Company and Company, the Advisor, the Operating Partnership, the Subsidiaries will not and the Company shall cause its their respective officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase to facilitate the sale or pay anyone any compensation for soliciting purchases of, resale of the Shares. (m) During the a period commencing on the date hereof and ending on the 90th day following of 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativeXxxxxx, (i) directly or indirectly, offer, pledge, sell, offer, contract or grant any options to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of any shares of Common Stock or transfer (any securities convertible into or enter into any transaction which is designed to, exercisable or would reasonably be expected to, result in the disposition of, or announce the offering of, exchangeable for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in respect ofwhole or in part, any directly or indirectly, the economic consequence of ownership of the Common Stock, options whether any such swap or warrants transaction described in clause (i) or (ii) above is to acquire be settled by delivery of Common Stock or securities exchangeable such other securities, in cash or exercisable for or convertible into otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock (other than as contemplated by this Agreement with respect issued or options to the Shares), provided, however, that purchase Common Stock granted pursuant to existing equity incentive benefit plans of the Company may issue Common Stock pursuant referred to this Agreement, pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the General Disclosure Package or and the Prospectus, may file registration statements or (C) any shares of Common Stock or OP Units currently held by the Second City Group (as such term is defined in the Registration Statement, the General Disclosure Package and the Prospectus) that are redeemed by the Company with the proceeds from the Optional Shares, as described in the Time of Sale Prospectus and the Prospectus under the heading “Use of Proceeds.” (n) The Company will use its best efforts to effect and maintain the listing of the Common Stock (including the Shares) on Form S-8 or amend the NYSE. (o) The Company will use its registration on Form S-3best efforts to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2014, and may enter into the Company will use its best efforts to continue to qualify for taxation as a REIT under the Code unless the board of directors of the Company determines that it is no longer in the best interests of the Company to continue to qualify as REIT. (p) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an agreement event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to issue Common Stock state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. (q) The Company will promptly notify the Representatives if the consummation Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the transaction contemplated by such agreement is subject to distribution of the approval Securities within the meaning of a state public utility regulatory commission, the Securities Act and provided that no Common Stock is issued pursuant to such agreement during (ii) completion of the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material event5(m). (n) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the Company will use all reasonable efforts to maintain the listing of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transaction. (o) The Company shall, at its sole cost and expense, supply and deliver to the Representative and the Underwriters’ counsel, within a reasonable period from the Closing Date, up to four sets of transaction binders in such form and content as the Underwriter reasonably requests.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter several Underwriters as follows: (a) The If Rule 430A of the Regulations is employed, the Company will comply timely file the Prospectus pursuant to and in compliance with Rule 424(b) of the requirements Regulations and will advise the Representative of Rule 430B.the time and manner of such filing. (b) The Company will not at any time, whether before or after the Registration Statement shall have become effective, during such period as, in the opinion of counsel for the Underwriters, the Prospectus is required by law to be delivered in connection with sales by the Underwriters or a dealer, file with the SEC the Prospectus, or publish any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless Prospectus of which the Representative has received have not been previously advised and furnished a reasonable period of time to review any such proposed amendmentcopy, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent which is not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance compliance with the Regulations, any amendments to or, during the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with period before the distribution of the Offered Shares by and the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If requiredOptional Shares is completed, the Company will file or publish any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative of each filing or effectiveness.the (c) The Company will use its best efforts to cause the Registration Statement, if not effective at the time and date that this Agreement is executed and delivered by the parties hereto, to become effective and will advise the Representative promptly immediately, and confirm such advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement Statement, is filed with the SEC under Rule 462(c) under the Act or otherwiseSEC, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning SEC, (iii) when the Registration Statement, (iv) Statement has become effective and when any post-effective amendment to the Registration Statement thereto becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (viv) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package Statement or the Prospectus or for additional information, (viv) during the period when the a prospectus Prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”)Regulations, of the happening of any event as a result of which in the Company's judgment makes any material statement in the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required which requires any changes to be stated therein, or necessary to make the statements therein, made in light of the circumstances in which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus in order to comply with the Act, make any material statements therein not misleading and (viiivi) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends Underwriters intend to make such offers or sales, or of the initiation or threatening of any proceedings for any of such purposes known to the Companypurposes. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such useuse and, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the Representative, without charge, and will continue to deliver from time to time until the Effective Date, as many copies of each Preliminary Prospectus as the Representative has may reasonably requestedrequest. The Company will deliver to the Representative, without charge, as soon as possible after the Effective Date, and thereafter from time to time during the period when delivery of the Prospectus is required under the Act, such number of copies of the Registration StatementProspectus (as supplemented or amended, if the Disclosure Package and the Prospectus and Company makes any supplements or amendments thereto, to the Prospectus) as the Representative may reasonably request from time to time during the Prospectus Delivery Periodrequest. The Company hereby consents to the use of such copies of the Disclosure Package each Preliminary Prospectus and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative in writing, the Company will furnish to the Representative at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative may reasonably request.for (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation continuance of offers and sales of of, and dealings in in, the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s counsel’s reasonable legal fees, required and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex Equities. (g) Subject to subsection (b) of this Section 6(b) hereof6, in case of any event occurring event, at any time within the Prospectus Delivery Period, as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading, or, if it is necessary at any time to amend the Disclosure Package or the Prospectus to comply with the Act or the Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative and counsel for the Underwriters) as the Underwriter may reasonably request. For purposes of this Section 6(g), the Company will provide such information to the Representative, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative and the Underwriters’ counsel such further information as each may from time to time reasonably request.period during (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the Representative, as soon as practicable but and in any event not later than 45 days after the end of the period covered thereby, an earnings statement of the Company (which need not be audited unless required by the Act, the Regulations, the Exchange Act or the rules or regulations thereunder) that satisfies the provisions of shall comply with Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 consecutive months beginning with not later than the first day of the Company’s first 's fiscal quarter occurring after next following the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective dateEffective Date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (ki) For a period of three five years from the date hereofEffective Date, the Company will deliver to the Representative: (iA) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-C, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed with or furnished to the SEC or any securities exchange or FINRAthe NASD, on as soon as practicable after the date each such report or document is so filed or furnished; , (iiB) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; holders and (iiiC) every material press release in respect of the Company or its the Subsidiaries or their affairs that is was released or prepared by the Company; provided, however, that no reports Company or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXXSubsidiaries. (lj) During the course of the distribution of the Shares, the Company and the Subsidiaries has not taken, nor will not and the Company shall cause its officers and directors not to, (i) it take, directly or indirectly, any action designed to, to or that could might, in the future, reasonably be expected to, to cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the SharesStock. (mk) During The Company will cause each person listed on Schedule III hereto to execute a legally binding and enforceable agreement (a "lockup agreement") to, for the period commencing on the date hereof Effective Date and ending on 180 days after the 90th day following Effective Date, not sell, offer to sell, contract to sell, grant any option for the sale of or otherwise transfer or dispose of any shares of Common Stock (except for the sale of the Shares as contemplated by this Agreement), any options to purchase Common Stock or any securities convertible into or exchangeable for Common Stock without the prior written consent of the Representative, which lockup agreement shall be in form and substance satisfactory to the Representative and the Underwriters' counsel, and deliver such lockup agreement to the Representative prior to the Effective Date. Appropriate stop transfer instructions will be issued by the Company to the transfer agent for the securities affected by the lockup agreements. (l) The Company will not sell, issue, contract to sell, offer to sell or otherwise dispose of any Common Stock, options to purchase Common Stock or any other security convertible into or exchangeable for Common Stock, from the date of the Prospectus, Effective Date through 180 days after the Company will notEffective Date, without the prior written consent of the Representative, directly or indirectly, sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within except for the meaning sale of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any Common Stock, options or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than Shares as contemplated by this Agreement with respect to Agreement, the Shares)granting of options, provided, however, that and the Company may issue issuance of Common Stock pursuant to this Agreementupon their exercise, pursuant to under the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any - 28 - 29 Company's stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan option plans described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, Prospectus and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material eventRepresentative's Warrant. (nm) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the The Company will use all reasonable efforts to maintain the listing inclusion of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities Nasdaq National Market (or on the a national securities exchange, except ) for any failure to maintain such listing resulting from a sale period of all or substantially all of five years after the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transactiondate hereof. (on) The Company shall, at its sole cost and expense, supply and deliver to the Representative and the Underwriters’ ' counsel, within a reasonable period from after the Closing Date, up six transaction binders, each of which shall include the Registration Statement, as amended or supplemented, all exhibits to four sets the Registration Statement, each Preliminary Prospectus, the Prospectus, the Preliminary Blue Sky Memorandum and any supplement thereto and all underwriting and other closing documents. (o) The Company will use the net proceeds from the sale of transaction binders the Shares to be sold by it hereunder substantially in accordance with the description thereof set forth in the Prospectus and shall file such reports with the SEC with respect to the sale of such Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Act. (p) On the Closing Date, the Company shall sell to the Representative, at a purchase price of $0.001 per warrant, a Representative's Warrant to purchase 160,000 shares of Common Stock. Such Representative's Warrant shall be issued pursuant to the terms of the Warrant Agreement and shall have an exercise price per share equal to $_____, shall be exercisable during the period beginning on the first anniversary of the Effective Date and ending on the fifth anniversary of the Effective Date, and shall contain customary anti-dilution and registration rights provisions. (q) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date the Registration Statement becomes or has become effective with the Securities and Exchange Commission or with the Florida Department of Banking and Finance (the "Department"), whichever date is later, or if the information reported in the Prospectus, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material - 29 - 30 way, the Company will provide the Department notice of such business or change, as appropriate, in a form acceptable to the Department. (r) The Company will use its best efforts to do and content as perform all things required to be done and performed by it prior to or after the Underwriter reasonably requestsClosing Date and to satisfy all conditions precedent on its part to the delivery of the Shares.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The If Rule 430A of the Regulations is employed, the Company will comply timely file the Prospectus pursuant to and in compliance with Rule 424(b) of the requirements Regulations and will advise the Underwriter of Rule 430B.the time and manner of such filing. (b) The Company will not file with the SEC the Prospectus, or publish any amendment or supplement to the Registration Statement, Preliminary Prospectus or Prospectus at any amendment to time before the Registration Statement or completion (in the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request opinion of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with Underwriter's counsel) of the distribution of the Offered Shares by the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the Disclosure Package Underwriter that is not (i) in compliance with the SEC in Regulations and (ii) approved by the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative of each filing or effectivenessUnderwriter. (c) The Company will advise the Representative promptly Underwriter immediately, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwise, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (v) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package Statement or the Prospectus or for additional information, (vi) during the period when the a prospectus Prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”)Regulations, of the happening of any event as a result of which the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, therein not misleading, (vii) during the Prospectus Delivery Periodperiod noted in clause (vi) above, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Act, (viii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, Prospectus and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Offered Shares for offering or sale in any jurisdiction in which the Underwriter intends to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the RepresentativeUnderwriter, without charge, as many copies of each Preliminary Prospectus as the Representative Underwriter has reasonably requested. The Company will deliver to the RepresentativeUnderwriter, without charge, from time to time during the period when delivery of the Prospectus is required under the Act, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus and any supplements (as supplemented or amendments thereto, amended) as the Representative Underwriter may reasonably request from time to time during the Prospectus Delivery Periodrequest. The Company hereby consents to the use of such copies of the Disclosure Package Preliminary Prospectus and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Offered Shares are offered by the Underwriters Underwriter and by all dealers to whom Offered Shares may be sold, both in connection with the offering and sale of the Offered Shares and during for such period of time thereafter as the Prospectus Delivery Period. If requested is required by the Representative Act to be delivered in writing, connection with sales by the Underwriter or any dealer. The Company has furnished or will furnish to the Representative Underwriter at least one original signed copy of the Registration Statement as originally filed and of all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative Underwriter such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative Underwriter may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation continuance of sales of and dealings in the Offered Shares for as long as may be necessary to complete the distribution of the Offered Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s counsel’s reasonable legal fees, and otherwise cooperate in the registration or qualification of the Offered Shares, or exemption therefrom, for offering and sale by the Underwriters Underwriter and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative Underwriter determines to offer the Offered Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Offered Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction jurisdictions for such offering and salesale of the Offered Shares. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Offered Shares on the NYSE Amex EquitiesAMEX. (g) Subject to Section 6(b5(b) hereof, in case of any event (occurring at any time within the Prospectus Delivery Periodperiod during which, in the opinion of counsel for the Underwriter, a prospectus is required to be delivered under the Act or the Regulations), as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would contain contain, in the opinion of counsel for the Underwriter, an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading, or, if it is necessary at any time to amend the Disclosure Package or the Prospectus to comply with the Act or the Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters Underwriter such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative Underwriter and counsel for the UnderwritersUnderwriter) as the Underwriter may reasonably request. For purposes of this Section 6(g5(g), the Company will provide such information to the RepresentativeUnderwriter, the Underwriters’ Underwriter's counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package Preliminary Prospectus or the Prospectus or file any document, and shall furnish to the Representative Underwriter and the Underwriters’ Underwriter's counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the Representative, as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement of the Company (which need not be audited unless required by the Act or the Regulations) that satisfies the provisions of shall comply with Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 consecutive months beginning with not later than the first day of the Company’s first 's fiscal quarter occurring after next following the “Effective Date (or, if later, the effective date” (as defined in Rule 158) date of the Rule 462(b) Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (ki) For a period of three years twelve months from the date hereofEffective Date, the Company will deliver to the RepresentativeUnderwriter: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q filed with the SEC on the dates required and (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRAthe NASD, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXX. (lj) For a period of twelve months from the Effective Date, the Company will deliver to the Underwriter such additional information concerning the business and financial condition of the Company as the Underwriter may from time to time reasonably request in writing, and which can be prepared or obtained by the Company without unreasonable effort or expense. (k) During the course of the distribution of the Offered Shares, the Company and the Subsidiaries will not and the Company shall cause its officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Preferred Stock or (ii) sell, bid for, purchase cause or pay anyone any compensation for soliciting purchases of, result in manipulation of the Sharesprice of the Common Stock. (ml) During For a period of 180 days after the period commencing on the date hereof and ending on the 90th day following the date of the ProspectusEffective Date, the Company will not, without the prior written consent of the RepresentativeUnderwriter, directly or indirectlyoffer, sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, sell or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any Common Stock, options or warrants to acquire Common Preferred Stock or any securities exchangeable convertible into or exercisable for any Preferred Stock or convertible into Common Stock (other than as contemplated by this Agreement with respect grant options to the Shares), provided, however, that the Company may issue Common Stock pursuant to this Agreement, pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under purchase any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material eventPreferred Stock. (nm) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding)Date, the Company will use all reasonable efforts to maintain the listing of the Common Preferred Stock (including, without limitation, the Offered Shares) on the NYSE Amex Equities or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transactionAMEX. (on) The Company shall, at its sole cost and expense, supply and deliver to the Representative Underwriter and the Underwriters’ Underwriter's counsel, within a reasonable period from the Closing Date, up to four sets of transaction binders in such number and in such form and content as the Underwriter reasonably requests. (o) The Company will use the net proceeds from the sale of the Offered Shares to be sold by it hereunder substantially in accordance with the description set forth in the Prospectus.

Certain Covenants and Agreements of the Company. The Company covenants and agrees the Operating Partnership covenant and agree with the Underwriter Underwriters as follows: (a) The Company will comply with file the requirements Prospectus pursuant to Rule 424(b) of the Securities Act Regulations within the time period permitted by such Rule. The Company will advise the Underwriters promptly of any such filing pursuant to Rule 430B.424(b). The Company will file any Issuer Free Writing Prospectus to the extent required by Rule 433 of the Securities Act Regulations. (b) The Company will not file with the SEC Commission (i) the Prospectus, any amendment or supplement to the Prospectus or the General Disclosure Package, or any amendment to the Registration Statement relating to the Shares or the Disclosure PackageOffering, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, unless the Company shall have determined based upon the advice of counsel that such amendment, supplement or filing is required by law, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SECCommission, in accordance with the Securities Act Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the General Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the General Disclosure Package with the SEC Commission in the manner and within the time period frame required by Rule 424(b) or Rule 433 under the ActSecurities Act Regulations. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective (if the effective time is subsequent to the execution and delivery of this Agreement) or the Prospectus or the General Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative of each filing or effectiveness. (c) The Company will advise the Representative promptly (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwiseCommission, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC Commission concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the General Disclosure Package or any amended Prospectus or General Disclosure Package has been filed, (v) of any request of the SEC Commission for amendment or supplementation of the Registration Statement, the General Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is (or but for the exemption in Rule 172 of the Securities Act Regulations would be) required to be delivered under the Securities Act and or the Securities Act Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement Statement, the General Disclosure Package or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act, (viii) of the issuance by the SEC Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus, Prospectus and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the Representative, without charge, as many copies of each Preliminary Prospectus preliminary prospectus as the Representative has reasonably requested. The Company will deliver to the Representative, without charge, such number of copies of the Registration Statement, the General Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the General Disclosure Package and the Prospectus for purposes permitted by the Securities Act, the Securities Act Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering Offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative in writing, the Company will furnish to the Representative at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative may reasonably request. (e) The Company will comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including cooperate with the Company’s counsel’s reasonable legal fees, and otherwise cooperate Representative in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines determine to offer the Shares, after consultation with and consent by the CompanyCompany and will maintain such qualifications, registrations or exemptions in effect so long as required to complete the distribution of Shares, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would shall not be subject obligated to taxation file any general consent to service of process or qualification to qualify as a foreign corporation doing business or as a dealer in such securities in any jurisdiction where in which it is not now so qualified or to take any action which would subject it itself to service taxation in respect of process in suits, other than those arising out of the offering or sale of the Shares, doing business in any jurisdiction where in which it is not now otherwise so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex Equities. (g) Subject to Section 6(b(iv)(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the General Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading, or, if it is necessary at any time to amend the General Disclosure Package or the Prospectus to comply with the Securities Act or the Securities Act Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SECCommission, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative and counsel for the Underwriters) as the Underwriter Underwriters may reasonably request. For purposes of this Section 6(g(iv)(g), the Company will provide such information to the Representative, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the SEC Commission or retained by the Company under Rule 433 of the Securities Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II IV hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SECCommission, legending and record keeping. (i) The Company will make generally available to its security holders securityholders and the Representative, as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder and cover covers a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i(iv)(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing DateTime, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering Offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the Representative: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SECCommission), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC Commission or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holderssecurityholders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC Commission and are publicly available on XXXXX. (l) During the course of the distribution of the Shares, each of the Company and Company, the Operating Partnership, the Subsidiaries will not and the Company shall cause its their respective officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase to facilitate the sale or pay anyone any compensation for soliciting purchases of, resale of the Shares. (m) During the a period commencing on the date hereof and ending on the 90th day following of 60 days from the date of the ProspectusProspectus (the “Lock Up Period”), the Company will not, without the prior written consent of the Representative, (i) directly or indirectly, offer, pledge, sell, offer, contract or grant any options to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of any shares of Common Stock or transfer any securities convertible into or exercisable or exchangeable for Common Stock (or “Restricted Securities”), (ii) enter into any swap or any other agreement or any transaction which that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is designed toto be settled by delivery of Common Stock or such other securities, in cash or would reasonably be expected tootherwise, result in the disposition of, or announce the offering of, or (iii) file any registration statement under with the Act in respect of, Commission relating to the offering of any shares of Common Stock, any options or warrants to acquire Restricted Securities or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii) above. The restrictions contained in the preceding sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued or securities exchangeable or exercisable for or convertible into options to purchase Common Stock granted or OP Units pursuant to existing equity incentive benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (other than as contemplated by this Agreement C) any OP Units issued in conjunction with respect to the Shares), Company’s bona fide acquisition of properties; provided, however, that the aggregate number of shares issued under the foregoing clause (C) shall not exceed five percent (5%) of the Company’s then issued and outstanding shares of Common Stock, (D) file a “shelf” registration statement on Form S-3 registering the offer of any securities of the Company may issue Common Stock from time to time, including Restricted Securities or (E) file a prospectus supplement pursuant to this AgreementRule 424(b) of the Securities Act offering Restricted Securities in any “at the market” offering; provided, however, that no sales of Restricted Securities may occur during the Lockup Period pursuant to the Agreement by and between foregoing clauses (D) or (E) without the United States Power Fund and the Company dated April 17, 2012, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation consent of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material eventRepresentative. (n) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the The Company will use all reasonable its best efforts to effect the listing of the Shares on the NYSE prior to the Closing Time and maintain the listing of the Common Stock (including, without limitation, the Shares) Shares on the NYSE Amex Equities or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transactionNYSE. (o) The Company shallwill use its best efforts to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2019, and the Company will use its best efforts to continue to qualify for taxation as a REIT under the Code unless the board of directors of the Company determines that it is no longer in the best interests of the Company to continue to qualify as REIT. (p) The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at its sole cost and expense, supply and deliver any time prior to the Representative later of (i) completion of the distribution of the Securities within the meaning of the Securities Act and (ii) completion of the Underwriters’ counsel, within a reasonable 60-day restricted period from the Closing Date, up referred to four sets of transaction binders in such form and content as the Underwriter reasonably requestsSection (iv)(m).

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter several Underwriters as follows: (a) The If Rule 430A of the Regulations is employed, the Company will comply timely file the Prospectus pursuant to and in compliance with Rule 424(b) of the requirements Regulations and will advise the Representatives of Rule 430B.the time and manner of such filing. (b) The Company will not file with the SEC the Prospectus, or publish any amendment or supplement to the Registration Statement, Preliminary Prospectus or Prospectus at any amendment to time before the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has received a reasonable period completion of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters that is not (i) in compliance with the Regulations and will use their reasonable best efforts to cause any (ii) approved by the Representatives (such amendment to the Registration Statement approval not to be declared effective as promptly as possible. If required, the Company will file any amendment unreasonably withheld or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative of each filing or effectivenessdelayed). (c) The Company will advise the Representative promptly Representatives immediately, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwiseSEC, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning the Registration Statement, (iviii) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (viv) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package Statement or the Prospectus or for additional information, (viv) during the period when the a prospectus Prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”)Regulations, of the happening of any event as a result of which the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, therein not misleading, (viivi) during the Prospectus Delivery Periodperiod noted in (v) above, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Act, (viiivii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ixviii) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends Underwriters intend to make such offers or sales, or of the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such useuse and, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the RepresentativeRepresentatives, without charge, as many copies of each Preliminary Prospectus as the Representative has reasonably requestedProspectus. The Company will deliver to the RepresentativeRepresentatives, without charge, from time to time during the period when delivery of the Prospectus is required under the Act, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus and any supplements (as supplemented or amendments thereto, amended) as the Representative Representatives may reasonably request from time to time during the Prospectus Delivery Periodrequest. The Company hereby consents to the use of such copies of the Disclosure Package Preliminary Prospectus and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during for such period of time thereafter as the Prospectus Delivery Period. If requested is required by the Representative Act to be delivered in writing, the connection with sales by any Underwriter or dealer. The Company has furnished or will furnish to the Representative at least one Representatives three original signed copy copies of the Registration Statement as originally filed and of all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy three copies of all exhibits filed therewith and three signed copies of all consents and certificates of experts, and will deliver to the Representative Representatives such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative Representatives may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation continuance of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s counsel’s reasonable legal fees, required and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines Representatives determine to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction jurisdictions for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex Equities. (g) Subject to Section 6(bsubsection 5(b) hereof, in case of any event occurring event, at any time within the Prospectus Delivery Periodperiod during which, in the opinion of counsel for the Underwriters, a prospectus is required to be delivered under the Act and Regulations, as a result of which the Disclosure Package any Preliminary Prospectus or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading, or, if it is necessary at any time to amend the Disclosure Package any Preliminary Prospectus or the Prospectus to comply with the Act or the and Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the several Underwriters such number of copies of such amendmentsamendment(s), supplements supplement(s) or documents document(s) (in form and substance satisfactory to the Representative Representatives and counsel for the Underwriters) as the Underwriter Representatives may reasonably request. For purposes of this Section 6(gsubsection (g), the Company will provide such information to the RepresentativeRepresentatives, the Underwriters’ ' counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package Preliminary Prospectus or the Prospectus or file any document, and shall furnish to the Representative Representatives and the Underwriters’ ' counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the Representative, as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement of the Company (which need not be audited unless required by the Act or the Regulations) that satisfies the provisions of shall comply with Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 consecutive months beginning with not later than the first day of the Company’s first 's fiscal quarter occurring after next following the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective dateEffective Date. (ji) Prior to For a period of five years following the Closing Effective Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect furnish to the offering Representatives copies of all materials furnished by the Company to its Stockholders and all public reports and all reports and financial statements furnished by the Company to the SEC pursuant to the Exchange Act or any rule or regulation of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by lawSEC thereunder. (k) For a period of three years from the date hereof, the Company will deliver to the Representative: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXX. (lj) During the course of the distribution of the Shares, the Company and the Subsidiaries will not and the Company shall cause its officers and directors not to, (i) take, directly or indirectly, any action designed to, to or that could reasonably be expected to, to cause or result in stabilization or manipulation of the price of the Common Stock Shares. (k) The Company has caused each person listed on Schedule V hereto to execute an agreement (a "Lock-up Agreement"), which Lock-up Agreement shall be in form and substance satisfactory to the Representatives and the Underwriters' counsel providing that through the 180th day after the Effective Date, they will not, other than as provided for in the Underwriting Agreement, without the prior written consent of Xxxxxx Xxxxxxxxxx Xxxxx Inc., directly or (ii) indirectly offer to sell, bid forsell, contract to sell or otherwise transfer or dispose of any Common Shares, any options or warrants to purchase Common Shares, or pay anyone any compensation securities convertible into or exercisable for soliciting purchases ofany Common Shares owned by them or with respect to which they have the power of disposition (otherwise than in private transactions to their spouse, children, descendants, parents or grandparents or to a trust for the benefit of one or more of such persons, provided that each transferee and other person acquiring an interest in any Common Shares during such 180-day period agrees in writing to be bound by the provisions of the Lock-up Agreement). The Company has delivered such agreements to Xxxxxx Xxxxxxxxxx Xxxxx Inc. prior to the date of this Agreement. Appropriate stop transfer instructions will be issued by the Company to the Company's transfer agent for the Common Shares. (l) The Company will not engage in any transaction with affiliates (as defined in the Regulations) without the prior approval of a majority of the members of its Board of Directors who do not have an interest in such transaction other than in their capacity as directors of the Company. (m) During Except pursuant to the Exchange Agreements, for a period commencing on of 180 days after the date hereof and ending on the 90th day following the date of the ProspectusEffective Date, the Company will not, without the prior written consent of the Representative, directly or indirectlyXxxxxx Xxxxxxxxxx Xxxxx Inc. offer, sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, sell or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any Common Stock, options Shares or warrants to acquire Common Stock or any securities exchangeable convertible into or exercisable for or convertible into any Common Stock (other than as contemplated by this Agreement with respect Shares or, except up to the Shares), provided, however, that the Company may issue Common Stock pursuant to this Agreement, shares pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under Company's [1997 Stock Option Plan,] grant options to purchase any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material eventShares. (n) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the The Company will use all reasonable efforts to maintain the qualification or listing of the Common Stock Shares (including, without limitation, the Shares) on the NYSE Amex Equities or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transactionNasdaq National Market. (o) The Company shall, at its sole cost and expense, supply and deliver to the Representative and the Underwriters’ counsel, within a reasonable period from the Closing Date, up to four sets of transaction binders in such form and content as the Underwriter reasonably requests.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows: (a) The From the date hereof through the period when a prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”), the Company will comply with the requirements of Rules 424(b), 430A and 430B, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 430B.424(b), Rule 433 or Rule 462 were received in a timely manner by the SEC (without reliance on Rule 424(b)(8) or Rule 164(b)). (b) The Company will not not, from the date hereof through the Prospectus Delivery Period, file with the SEC the Prospectus, any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has Representatives have received a reasonable period of time to review the Prospectus or any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative Representatives or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the RepresentativeRepresentatives, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto thereto, has been filed and will provide evidence to the Representative Representatives of each filing or effectiveness. (c) The From the date hereof through the Prospectus Delivery Period, the Company will advise the Representative Representatives promptly (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwise, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been is filed, (v) when any Issuer Free Writing Prospectus or Other Free Writing Prospectus is filed, (vi) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package or the Prospectus or for additional information, (vivii) during the period when the a prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, (viiviii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Act, (viiiix) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any the Preliminary Prospectus or the Prospectus, and (ixx) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities NASDAQ Stock Market or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends Underwriters intend to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company, and (xi) of any written or oral correspondence received by the Company from the NASDAQ Stock Market. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the RepresentativeRepresentatives, without charge, as many copies of each the Preliminary Prospectus as the Representative has Representatives have reasonably requested. The Company will deliver to the RepresentativeRepresentatives, without charge, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative Representatives may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the Disclosure Package and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative Representatives in writing, the Company will furnish to the Representative Representatives at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative Representatives such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative Representatives may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations promulgated thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s counsel’s reasonable legal fees, and otherwise cooperate with the Representatives and counsel for the Underwriters in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such foreign and domestic jurisdictions in which the Representative determines Representatives determine to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, required and otherwise cooperate in use its commercially reasonable best efforts to effect the listing of the Shares on the NYSE Amex EquitiesNASDAQ Stock Market. (g) Subject to Section 6(b5(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading, or, if it is necessary at any time to amend the Disclosure Package or the Prospectus to comply with the Act or the Regulations or any other applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative Representatives and counsel for the Underwriters) as the Underwriter Underwriters may reasonably request. For purposes of this Section 6(g5(g), the Company will provide such information to the RepresentativeRepresentatives, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative Representatives and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative Representatives shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representative Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The As soon as practicable, the Company will make generally available to its security holders and to the Representative, as soon as practicable but not later than 45 days after the end Representatives an earning statement or statements of the period covered thereby, an earnings statement that satisfies Company and the Subsidiaries (which need not be audited) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering of the Shares without the prior written consent of the Representative Representatives unless in the judgment of the Company, after consultation with its counsel and after notification to the RepresentativeRepresentatives, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the RepresentativeRepresentatives: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXX. (l) During the course of the distribution of the Shares, the Company and the Subsidiaries will not and the Company shall cause its officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the Shares. (m) The Company has delivered agreements executed by the persons listed on Schedule III hereto (the “Lock up Agreements”) in the form set forth as Exhibit A hereto to the Representatives prior to the date of this Agreement. The Company will issue appropriate stop transfer instructions to the Company’s transfer agent (the “Transfer Agent”) for the Common Stock subject to the Lock up Agreements and a copy of such instructions will be delivered to the Representatives. (n) During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativeRepresentatives, directly or indirectly, (i) sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16a- 1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of), or file any registration statement under the Act in respect ofof (or announce an intention to do any of the foregoing), any Common Stock, options or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Shares), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, provided, however, that the Company may (i) issue Common Stock pursuant to this AgreementAgreement and other contractual obligations of the Company existing on the date hereof and disclosed in the Disclosure Package, and Common Stock and securities exercisable for or convertible into Common Stock pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012Incentive Plan, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may (ii) file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material eventS-8. (no) For The Company will use its best efforts to list the Shares on the NASDAQ Stock Market and, for a period of three years from the Effective Date date hereof (or for such shorter period that any shares of Common Stock remain outstanding), the Company will use all reasonable efforts to maintain the listing of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities NASDAQ Stock Market or on a another national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transaction. (op) The Company shall, at its sole cost and expense, supply and deliver to will use the Representative and the Underwriters’ counsel, within a reasonable period net proceeds from the Closing Datesale of the Shares to be sold by it hereunder substantially in accordance with the description set forth under the caption “Use of Proceeds” in the Prospectus. (q) The Company will comply with the undertakings set forth in the Registration Statement. (r) The Company will not invest, up to four sets or otherwise use the proceeds received by the Company from its sale of transaction binders the Shares in such form and content a manner as would require the Underwriter reasonably requestsCompany or any of its subsidiaries to register as an investment company under the 1940 Act.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company will comply with the requirements of Rule 430B. (b) The Company will not file with the SEC the Prospectus, any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative Underwriter has received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative Underwriter or counsel for the UnderwritersUnderwriter, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters Underwriter and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the RepresentativeUnderwriter, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative Underwriter of each filing or effectiveness. (c) The Company will advise the Representative Underwriter promptly (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) 424 under the Act or otherwise, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning the Registration Statement, (iviii) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (viv) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package or the Prospectus or for additional information, (viv) during the period when the a prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in under which they are made, not misleading, (viivi) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Act, (viii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities NasdaqGM or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the RepresentativeUnderwriter, without charge, as many copies of each Preliminary Prospectus as the Representative Underwriter has reasonably requested. The Company will deliver to the RepresentativeUnderwriter, without charge, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative Underwriter may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the Disclosure Package and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters Underwriter and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative Underwriter in writing, the Company will furnish to the Representative at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative Underwriter such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative Underwriter may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s counsel’s reasonable legal fees, and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the Underwriters Underwriter and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative Underwriter determines to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex EquitiesNasdaqGM. (g) Subject to Section 6(b5(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the Registration Statement, the Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading, or, if it is necessary at any time to amend the Disclosure Package or the Prospectus to comply with the Act or the Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters Underwriter such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative Underwriter and counsel for the UnderwritersUnderwriter) as the Underwriter may reasonably request. For purposes of this Section 6(g5(g), the Company will provide such information to the RepresentativeUnderwriter, the Underwriters’ Underwriter’s counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative Underwriter and the Underwriters’ Underwriter’s counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the RepresentativeUnderwriter, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative Underwriter shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II I hereto. Any such free writing prospectus consented to by the Representative Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the RepresentativeUnderwriter, as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i5(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing Date, the Company will not issue no any press release or other communications directly or indirectly and will not hold no any press conference with respect to the offering of the Shares without the prior written consent of the Representative Underwriter unless in the judgment of the Company, after consultation with its counsel and after notification to the RepresentativeUnderwriter, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the RepresentativeUnderwriter: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXX. (l) During the course of the distribution of the Shares, the Company and the Subsidiaries will not and the Company shall cause its officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the Shares. (m) During the period commencing on the date hereof and ending on the 90th day following the date of the ProspectusProspectus (the “Lock-up Period”), the Company will not, without the prior written consent of the RepresentativeUnderwriter, directly or indirectly, sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any Common Stock, options or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Shares), provided, however, that the Company may issue Common Stock pursuant to this Agreementthe securities purchase agreement in connection with the Company’s concurrent private placement of its shares of Common Stock as disclosed in the Registration Statement, pursuant to the Agreement by Disclosure Package and between the United States Power Fund Prospectus and the Company dated April 17, 2012, and under may issue Common Stock pursuant to any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, and may file registration statements on Form S-8 or S-8, amend its registration on Form S-3, and may enter into an agreement S-3 or file a Registration Statement on Form S-1 or S-3 to issue cover the resale of shares of Common Stock if issued in the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to aboveCompany’s concurrent private placement. Notwithstanding anything contained in this Section 6(n5(m) to the contrary, if (A) during the last 17 days of the 90Lock-day period referenced aboveup Period, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90Lock-day period referenced aboveup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90the Lock-day periodup Period, the restrictions imposed by this Section 6(n5(m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials material news or material event. (n) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the Company will use all reasonable efforts to maintain the listing of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities NasdaqGM or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transaction. (o) The Company shall, at its sole cost and expense, supply and deliver to the Representative Underwriter and the Underwriters’ Underwriter’s counsel, within a reasonable period from the Closing Date, up to four sets of transaction binders in such form and content as the Underwriter reasonably requests. (p) The Company will pay or will cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by Company. (q) To apply the net proceeds from the sale of the Shares as set forth in the Registration Statement and the Prospectus under the heading “Use of Proceeds.” (r) To use its best efforts to assist the Underwriter with any filings with, and to obtain clearance from, FINRA. (s) To use its commercially reasonably efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date, and any Option Closing Date, and to satisfy all conditions precedent to the delivery of the Firm Shares and Optional Shares, if any.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company will comply with the requirements of Rule 430B. (b) The Company will not file with the SEC the Prospectus, any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative of each filing or effectiveness. (c) The Company will advise the Representative promptly (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwise, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (v) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Act, (viii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities MKT or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the Representative, without charge, as many copies of each Preliminary Prospectus as the Representative has reasonably requested. The Company will deliver to the Representative, without charge, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the Disclosure Package and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative in writing, the Company will furnish to the Representative at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s counsel’s reasonable legal fees, and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex EquitiesMKT. (g) Subject to Section 6(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading, or, if it is necessary at any time to amend the Disclosure Package or the Prospectus to comply with the Act or the Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative and counsel for the Underwriters) as the Underwriter may reasonably request. For purposes of this Section 6(g), the Company will provide such information to the Representative, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the Representative, as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the Representative: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXX. (l) During the course of the distribution of the Shares, the Company and the Subsidiaries will not and the Company shall cause its officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the Shares. (m) During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Representative, directly or indirectly, sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any Common Stock, options or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Shares), provided, however, that the Company may issue Common Stock pursuant to this Agreement, pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material event. (n) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the Company will use all reasonable efforts to maintain the listing of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities MKT or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transaction. (o) The Company shall, at its sole cost and expense, supply and deliver to the Representative and the Underwriters’ counsel, within a reasonable period from the Closing Date, up to four sets of transaction binders in such form and content as the Underwriter reasonably requests.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter several Underwriters as follows: (a) The If Rule 430A of the Regulations is employed, the Company will comply timely file the Prospectus pursuant to and in compliance with Rule 424(b) of the requirements Regulations and will advise the Representative of Rule 430B.the time and manner of such filing. (b) The Company will not at any time, whether before or after the Registration Statement shall have become effective, during such period as, in the opinion of counsel for the Underwriters, the Prospectus is required by law to be delivered in connection with sales by the Underwriters or a dealer, file with the SEC the Prospectus, or publish any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless Prospectus of which the Representative has received have not been previously advised and furnished a reasonable period of time to review any such proposed amendmentcopy, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent which is not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance compliance with the Regulations, any amendments to or, during the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with period before the distribution of the Offered Shares by and the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If requiredOptional Shares is completed, the Company will file or publish any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to which the Representative of each filing or effectivenessreasonably objects in writing. (c) The Company will use its best efforts to cause the Registration Statement, if not effective at the time and date that this Agreement is executed and delivered by the parties hereto, to become effective and will advise the Representative promptly immediately, and confirm such advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement Statement, is filed with the SEC under Rule 462(c) under the Act or otherwiseSEC, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning SEC, (iii) when the Registration Statement, (iv) Statement has become effective and when any post-effective amendment to the Registration Statement thereto becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (viv) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package Statement or the Prospectus or for additional information, (viv) during the period when the a prospectus Prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”)Regulations, of the happening of any event as a result of which in the Company's judgment makes any material statement in the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required which requires any changes to be stated therein, made in the Registration Statement or necessary Prospectus in order to make the any material statements therein, in light of the circumstances in under which they are were made, not misleading, misleading and (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Act, (viiivi) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends Underwriters intend to make such offers or sales, or of the initiation or threatening of any proceedings for any of such purposes known to the Companypurposes. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such useuse and, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the Representative, without charge, and will continue to deliver from time to time until the Effective Date, as many copies of each Preliminary Prospectus as the Representative has may reasonably requestedrequest. The Company will deliver to the Representative, without charge, as soon as possible after the Effective Date, and thereafter from time to time during the period when delivery of the Prospectus is required under the Act, such number of copies of the Registration StatementProspectus (as supplemented or amended, if the Disclosure Package and the Prospectus and Company makes any supplements or amendments thereto, to the Prospectus) as the Representative may reasonably request from time to time during the Prospectus Delivery Periodrequest. The Company hereby consents to the use of such copies of the Disclosure Package each Preliminary Prospectus and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered or sold by the several Underwriters and by all dealers to whom Shares may be offered or sold, both in connection with the offering and sale of the Shares and during for such period of time thereafter as the Prospectus Delivery Period. If requested is required by the Representative Act to be delivered in writing, the connection with sales by any Underwriter or dealer. The Company has furnished or will furnish to the Representative at least one original two signed copy copies of the Registration Statement as originally filed and of all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy two copies of all exhibits filed therewith and two signed copies of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation continuance of offers and sales of of, and dealings in in, the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s counsel’s reasonable legal fees, required and otherwise reasonably cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex Equities. (g) Subject to subsection (b) of this Section 6(b) hereof6, in case of any event occurring event, at any time within the Prospectus Delivery Periodperiod during which, in the opinion of counsel for the Underwriters, a prospectus is required to be delivered under the Act and Regulations, as a result of which the Disclosure Package event any Preliminary Prospectus or the Prospectus, as then amended or supplemented, would contain contain, in the judgment of the Company or in the opinion of counsel for the Underwriters, an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading, or, if it is necessary at any time to amend the Disclosure Package any Preliminary Prospectus or the Prospectus to comply with the Act or the and Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, amendment or supplement or document that will correct such statement or omission or an amendment that will effect such compliance and will furnish to the Underwriters Representative such number of copies of such amendments, amendment or amendments or supplement or supplements to such Preliminary Prospectus or documents the Prospectus (in form and substance satisfactory to the Representative and counsel for the Underwriters) as the Underwriter Representative may reasonably request. For purposes of this Section 6(g)subsection, the Company will provide furnish such information to the Representative, the Underwriters’ ' counsel and counsel to for the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package any Preliminary Prospectus or the Prospectus or file any documentProspectus, and shall furnish to the Representative and the Underwriters’ ' counsel such further information as each may from time to time reasonably request. If the Company and the Representative agree that any Preliminary Prospectus or the Prospectus should be amended or supplemented, the Company, if requested by the Representative, will, if and to the extent required by law, promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the Representative, as soon as practicable but and in any event not later than 45 days after the end of the period covered thereby, an earnings statement of the Company (which need not be audited unless required by the Act, the Regulations, the Exchange Act or the rules or regulations thereunder) that satisfies the provisions of shall comply with Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 consecutive months beginning with not later than the first day of the Company’s first 's fiscal quarter occurring after next following the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective dateEffective Date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (ki) For a period of three five years from the date hereofEffective Date, the Company will deliver to the Representative: (iA) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-C, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed with or furnished to the SEC or any securities exchange or FINRAthe NASD, on as soon as practicable after the date each such report or document is so filed or furnished; , (iiB) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; holders and (iiiC) every material press release in respect of the Company or its ADICSI or their affairs that is was released or prepared by the Company; provided, however, that no reports Company or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXXADICSI. (lj) During the course of the distribution of the Shares, the Company and the Subsidiaries has not taken, nor will not and the Company shall cause its officers and directors not to, (i) it take, directly or indirectly, any action designed to, to or that could might, in the future, reasonably be expected to, to cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the SharesStock. (mk) During The Company will cause each person listed on Schedule II hereto to execute a legally binding and enforceable agreement (a "lockup agreement") to, for the period commencing on the date hereof Effective Date and ending on 180 days after the 90th day following Effective Date, not sell, offer to sell, contract to sell, grant any option for the sale of or otherwise transfer or dispose of any shares of Common Stock (except for the sale of the Shares as contemplated by this Agreement or transfers permitted pursuant to the lockup agreement), any options to purchase Common Stock or any securities convertible into or exchangeable for Common Stock without the prior written consent of the Representative, which lockup agreement shall be in form and substance satisfactory to the Representative and the Underwriters' counsel, and deliver such lockup agreement to the Representative prior to the Effective Date. Appropriate stop transfer instructions will be issued by the Company to the transfer agent for the securities affected by the lockup agreements. (l) The Company will not sell, issue, contract to sell, offer to sell or otherwise dispose of any Common Stock, options to purchase Common Stock or any other security convertible into or exchangeable for Common Stock, from the date of the Prospectus, Effective Date through 180 days after the Company will notEffective Date, without the prior written consent of the Representative, directly or indirectly, sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within except for the meaning sale of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any Common Stock, options or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than Shares as contemplated by this Agreement with respect to Agreement, the Shares)granting of options, provided, however, that and the Company may issue issuance of Common Stock pursuant to this Agreementupon their exercise, pursuant to under the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any Company's stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan option plans described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, Prospectus and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material eventRepresentative's Warrant. (nm) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the The Company will use all reasonable efforts to maintain the listing inclusion of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities Nasdaq SmallCap Market (or on the Nasdaq National Market or a national securities exchange, except ) for any failure to maintain such listing resulting from a sale period of all or substantially all of five years after the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transactiondate hereof. (on) The Company shall, at its sole cost and expense, supply and deliver to the Representative and the Underwriters’ ' counsel, within a reasonable period from after the Closing Date, up to four sets one set of transaction binders documents, which shall include the Registration Statement, as amended or supplemented, all exhibits to the Registration Statement, each Preliminary Prospectus, the Prospectus, the Preliminary Blue Sky Memorandum and any supplement thereto and all underwriting and other closing documents. (o) The Company will use the net proceeds from the sale of the Shares to be sold by it hereunder substantially in accordance with the description thereof set forth in the Prospectus and shall file such reports with the SEC with respect to the sale of such Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Act. (p) On the Closing Date, the Company shall sell to the Representative, at a purchase price of $0.001 per warrant, a Representative's Warrant to purchase 100,000 shares of Common Stock. Such Representative's Warrant shall be issued pursuant to the terms of the Warrant Agreement and shall have an exercise price per share equal to 135% of the Offering Price, shall be exercisable during the period beginning on the first anniversary of the Effective Date and ending on the fifth anniversary of the Effective Date, and shall contain customary anti-dilution and registration rights provisions. (q) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92- 198, AN ACT RELATING TO DISCLOSURE OF DOING BUSINESS WITH CUBA, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date the Registration Statement becomes or has become effective with the Securities and Exchange Commission or with the Florida Department of Banking and Finance (the "Department"), whichever date is later, or if the information reported in the Prospectus, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Department notice of such business or change, as appropriate, in a form acceptable to the Department. (r) The Company will use its best efforts to do and content as perform all things reasonably required to be done and performed by it prior to or after the Underwriter reasonably requestsClosing Date and will use its best efforts to satisfy all conditions precedent on its part to the delivery of the Shares.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter several Underwriters as follows: (a) The Company will comply with the requirements of Rule 430B. (b) The Company will not file with the SEC SEC, the Prospectus, any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has Representatives have received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing filings thereof, such consent not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative Representatives or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the several Underwriters and will use their reasonable its best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the RepresentativeRepresentatives, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative Representatives of each filing or effectiveness. (c) The Company will advise the Representative promptly Representatives immediately, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwise, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (v) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement or the any Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in under which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement to the Prospectus to comply with the Act, (viii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends Underwriters intend to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes purpose known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the RepresentativeRepresentatives, without charge, as many copies of each Preliminary Prospectus as the Representative has Representatives have reasonably requested. The Company will deliver to the Representativedeliver, without charge, to the Representatives, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus Prospectus, and any supplements or amendments thereto, as the Representative Representatives may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the Disclosure Package and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative in writing, the Company will furnish to the Representative at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The If required, the Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s its counsel’s reasonable legal fees, and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines Representatives determine to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The If required, the Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction jurisdictions for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex EquitiesNYSE. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for a period of three years from the Effective Time. (g) Subject to Section 6(b5(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading, or, if it is necessary at any time to amend the Disclosure Package or the Prospectus to comply with the Act or the Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the several Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative Representatives and counsel for the Underwriters) as the Underwriter Representatives may reasonably request. For purposes of this Section 6(g5(g), the Company will provide such information to the RepresentativeRepresentatives, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayedRepresentatives, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative Representatives shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II I hereto. Any such free writing prospectus consented to by the Representative Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the Representative, Representatives as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder and cover covering a period of at least 12 twelve months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the Company or the Subsidiaries, the condition, financial or otherwise, or the earnings, business, operations or prospects of any of them, or the offering of the Shares without the prior written consent of the Representative Representatives unless in the judgment of the CompanyCompany and its counsel, after consultation with its counsel and after notification to the Representative, Representatives such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the RepresentativeRepresentatives and, upon request, to each of the Underwriters: (i) as soon as available, a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRA, on the date each such report or document is so filed or furnishedSEC; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; , provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXXIDEA. (l) During the course of the distribution of the Shares, the Company and the Subsidiaries will not not, and the Company shall cause its officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock Shares or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the Shares. (m) The Company has caused or will use its best efforts to cause each person listed on Schedule III hereto to execute an agreement (a “Lock-up Agreement”) in the form set forth as Exhibit A hereto. The Company has delivered or will deliver such agreements to the Representatives prior to the date of this Agreement or as soon as practicable thereafter. Appropriate stop transfer instructions will be issued by the Company to the transfer agent for the Common Shares and a copy of such instructions will be delivered to the Representatives. (n) During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativeRepresentatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any options option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Act in respect of, any shares of Common StockShares, options or warrants to acquire shares of Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Shares (other than as contemplated by this Agreement with respect to the Shares), ; provided, however, that the Company may issue Common Stock Shares pursuant to this Agreement, pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any stock option, equity compensation or other stock plan or arrangement, 401(k) plan, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock Shares if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is Shares are issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material event. (no) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding)date hereof, the Company will use all reasonable efforts to maintain the listing of the Common Stock Shares (including, without limitation, the Shares) on the NYSE Amex Equities or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transactionNYSE. (op) The Company shall, at its sole cost and expense, supply and deliver to the Representative Representatives and the Underwriters’ counsel, within a reasonable period from the Closing Date, up to four sets of Date transaction binders in such number and in such form and content as the Underwriter Representatives reasonably requestsrequest. (q) The Company will use the net proceeds from the sale of the Shares to be sold by it hereunder substantially in accordance with the description set forth under the caption “Use of Proceeds” in the Prospectus.

Certain Covenants and Agreements of the Company. The Company covenants and agrees the Operating Partnership covenant and agree with the Underwriter Underwriters as follows: (a) The Company will comply with file the requirements Prospectus pursuant to Rule 424(b) of the Securities Act Regulations within the time period permitted by such Rule. The Company will advise the Underwriters promptly of any such filing pursuant to Rule 430B.424(b). The Company will file any Issuer Free Writing Prospectus to the extent required by Rule 433 of the Securities Act Regulations. (b) The Company will not file with the SEC Commission (i) the Prospectus, any amendment or supplement to the Prospectus or the General Disclosure Package, or any amendment to the Registration Statement relating to the Shares or the Disclosure PackageOffering, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has have received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, unless the Company shall have determined based upon the advice of counsel that such amendment, supplement or filing is required by law, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SECCommission, in accordance with the Securities Act Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the General Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the General Disclosure Package with the SEC Commission in the manner and within the time period frame required by Rule 424(b) or Rule 433 under the ActSecurities Act Regulations. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective (if the effective time is subsequent to the execution and delivery of this Agreement) or the Prospectus or the General Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative of each filing or effectiveness. (c) The Company will advise the Representative promptly (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwiseCommission, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC Commission concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the General Disclosure Package or any amended Prospectus or General Disclosure Package has been filed, (v) of any request of the SEC Commission for amendment or supplementation of the Registration Statement, the General Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is (or but for the exemption in Rule 172 of the Securities Act Regulations would be) required to be delivered under the Securities Act and or the Securities Act Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement Statement, the General Disclosure Package or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act, (viii) of the issuance by the SEC Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus, Prospectus and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the Representative, without charge, as many copies of each Preliminary Prospectus preliminary prospectus as the Representative has have reasonably requested. The Company will deliver to the Representative, without charge, such number of copies of the Registration Statement, the General Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the General Disclosure Package and the Prospectus for purposes permitted by the Securities Act, the Securities Act Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering Offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative in writing, the Company will furnish to the Representative at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative may reasonably request. (e) The Company will comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including cooperate with the Company’s counsel’s reasonable legal fees, and otherwise cooperate Representative in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines determine to offer the Shares, after consultation with and consent by the CompanyCompany and will maintain such qualifications, registrations or exemptions in effect so long as required to complete the distribution of Shares, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would shall not be subject obligated to taxation file any general consent to service of process or qualification to qualify as a foreign corporation doing business or as a dealer in such securities in any jurisdiction where in which it is not now so qualified or to take any action which would subject it itself to service taxation in respect of process in suits, other than those arising out of the offering or sale of the Shares, doing business in any jurisdiction where in which it is not now otherwise so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex Equities. (g) Subject to Section 6(b4(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the General Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading, or, if it is necessary at any time to amend the General Disclosure Package or the Prospectus to comply with the Securities Act or the Securities Act Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SECCommission, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative and counsel for the Underwriters) as the Underwriter Underwriters may reasonably request. For purposes of this Section 6(g4(g), the Company will provide such information to the Representative, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the SEC Commission or retained by the Company under Rule 433 of the Securities Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II IV hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SECCommission, legending and record keeping. (i) The Company will make generally available to its security holders securityholders and the Representative, as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder and cover covers a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i4(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing DateTime, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering Offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the Representative: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SECCommission), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC Commission or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holderssecurityholders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC Commission and are publicly available on XXXXX. (l) During the course of the distribution of the Shares, each of the Company and Company, the Operating Partnership, the Subsidiaries will not and the Company shall cause its their respective officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase to facilitate the sale or pay anyone any compensation for soliciting purchases of, resale of the Shares. (m) During the a period commencing on the date hereof and ending on the 90th day following of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representative, (i) directly or indirectly, offer, pledge, sell, offer, contract or grant any options to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of any shares of Common Stock or transfer (any securities convertible into or enter into any transaction which is designed to, exercisable or would reasonably be expected to, result in the disposition of, or announce the offering of, exchangeable for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in respect ofwhole or in part, any directly or indirectly, the economic consequence of ownership of the Common Stock, options whether any such swap or warrants transaction described in clause (i) or (ii) above is to acquire be settled by delivery of Common Stock or securities exchangeable such other securities, in cash or exercisable for or convertible into otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued or options to purchase Common Stock granted or OP Units pursuant to existing equity incentive benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (other than C) any shares of Common Stock or OP Units issued in conjunction with the Company’s bona fide acquisition of properties, or (D) any shares of Common Stock or OP Units currently held by the Second City Group (as contemplated such term is defined in the Registration Statement, the General Disclosure Package and the Prospectus) that are redeemed by this Agreement the Company with respect to the proceeds from the Optional Shares), as described in the Time of Sale Prospectus and the Prospectus under the heading “Use of Proceeds;” provided, however, that the aggregate number of shares issued under the foregoing clause (C) shall not exceed five percent (5%) of the Company’s then issued and outstanding shares of Common Stock. (n) The Company may issue will use its best efforts to effect and maintain the listing of the Common Stock pursuant (including the Shares) on the NYSE. (o) The Company will use its best efforts to this Agreementmeet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, pursuant to the Agreement by and between the United States Power Fund 2016, and the Company dated April 17, 2012, and will use its best efforts to continue to qualify for taxation as a REIT under the Code unless the board of directors of the Company determines that it is no longer in the best interests of the Company to continue to qualify as REIT. (p) The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit time prior to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation later of (i) completion of the transaction contemplated by such agreement is subject to distribution of the approval Securities within the meaning of a state public utility regulatory commission, the Securities Act and provided that no Common Stock is issued pursuant to such agreement during (ii) completion of the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material event4(m). (n) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the Company will use all reasonable efforts to maintain the listing of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transaction. (o) The Company shall, at its sole cost and expense, supply and deliver to the Representative and the Underwriters’ counsel, within a reasonable period from the Closing Date, up to four sets of transaction binders in such form and content as the Underwriter reasonably requests.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company will comply with the requirements of Rule 430B. (b) The Company will not file with the SEC the Prospectus, any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative Underwriter has received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayedwithheld, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative Underwriter or counsel for the UnderwritersUnderwriter, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters Underwriter and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the RepresentativeUnderwriter, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative Underwriter of each filing or effectiveness. (c) The Company will advise the Representative promptly Underwriter promptly, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwise, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (v) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, therein not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Act, (viii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities NASDAQ Global Market or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends intend to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the RepresentativeUnderwriter, without charge, as many copies of each Preliminary Prospectus as the Representative Underwriter has reasonably requested. The Company will deliver to the RepresentativeUnderwriter, without charge, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative Underwriter may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the Disclosure Package and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters Underwriter and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative Underwriter in writing, the Company will furnish to the Representative Underwriter at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative Underwriter such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative Underwriter may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s its counsel’s reasonable legal fees, and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the Underwriters Underwriter and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative Underwriter determines to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex EquitiesNASDAQ Global Market. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for a period of three years from the Effective Time. (g) Subject to Section 6(b5(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading, or, if it is necessary at any time to amend the Disclosure Package or the Prospectus to comply with the Act or the Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters Underwriter such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative Underwriter and counsel for the UnderwritersUnderwriter) as the Underwriter may reasonably request. For purposes of this Section 6(g5(g), the Company will provide such information to the RepresentativeUnderwriter, the Underwriters’ Underwriter’s counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative Underwriter and the Underwriters’ Underwriter’s counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayedUnderwriter, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative Underwriter shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representative Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the RepresentativeUnderwriter, as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i5(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the Company or its Subsidiaries, the condition, financial or otherwise, or the earnings, business, operations or prospects of any of them, or the offering of the Shares without the prior written consent of the Representative Underwriter unless in the judgment of the Company, after consultation with its counsel and after notification to the RepresentativeUnderwriter, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the RepresentativeUnderwriter: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXX. (l) During the course of the distribution of the Shares, the Company and the Subsidiaries will not and the Company shall cause its officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the Shares. (m) The Company has caused each person listed on Schedule I hereto to execute an agreement (a “Lock-up Agreement”) in the form set forth as Exhibit A hereto. The Company has delivered such agreements to the Underwriter prior to the date of this Agreement. Appropriate stop transfer instructions will be issued by the Company to the transfer agent for the Common Stock and a copy of such instructions will be delivered to the Underwriter. (n) During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativeUnderwriter, directly or indirectly, sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any shares of Common Stock, options or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Shares), provided, however, that the Company may issue Common Stock pursuant to this Agreement, pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material event. (no) For a period of three two (2) years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the Company will use all reasonable efforts to maintain the listing of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities NASDAQ Global Market or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transaction. (op) The Company shall, at its sole cost and expense, supply and deliver to the Representative Underwriter and the Underwriters’ Underwriter’s counsel, within a reasonable period from the Closing Date, up to four sets of transaction binders in such form and content as the Underwriter reasonably requests. (q) The Company will use the net proceeds from the sale of the Shares to be sold by it hereunder substantially in accordance with the description set forth under the caption “Use of Proceeds” in the Prospectus.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter several Underwriters as follows: (a) The If Rule 430A of the Regulations is employed, the Company will comply timely file the Prospectus pursuant to and in compliance with Rule 424(b) of the requirements Regulations and will advise the Representatives of Rule 430B.the time and manner of such filing. (b) The Company will not at any time, whether before or after the Registration Statement shall have become effective, during such period as, in the opinion of counsel for the Underwriters, the Prospectus is required by law to be delivered in connection with sales by the Underwriters or a dealer, file with the SEC the Prospectus, or publish any amendment or supplement to the Prospectus or any amendment to the Registration Statement or Prospectus of which the Disclosure PackageRepresentatives has not been previously advised and furnished a copy, and will or which is not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance compliance with the Regulations, any amendments to or, during the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with period before the distribution of the Offered Shares by and the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If requiredOptional Shares is completed, the Company will file or publish any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or Prospectus to which the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative of each filing or effectivenessRepresentatives reasonably objects in writing. (c) The Company will use its best efforts to cause the Registration Statement, if not effective at the time and date that this Agreement is executed and delivered by the parties hereto, to become effective and will advise the Representative promptly Representatives immediately, and confirm such advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement Statement, is filed with the SEC under Rule 462(c) under the Act or otherwiseSEC, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning SEC, (iii) when the Registration Statement, (iv) Statement has become effective and when any post-effective amendment to the Registration Statement thereto becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (viv) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package Statement or the Prospectus or for additional information, (viv) during the period when the a prospectus Prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”)Regulations, of the happening of any event as a result of which in the Company's judgment makes any material statement in the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required which requires any changes to be stated therein, or necessary to make the statements therein, made in light of the circumstances in which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus in order to comply with the Act, make any material statements therein not misleading and (viiivi) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends Underwriters intend to make such offers or sales, or of the initiation or threatening of any proceedings for any of such purposes known to the Companypurposes. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such useuse and, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the RepresentativeRepresentatives, without charge, and will continue to deliver from time to time until the Effective Date, as many copies of each Preliminary Prospectus as the Representative has Representatives may reasonably requestedrequest. The Company will deliver to the RepresentativeRepresentatives, without charge, as soon as possible after the Effective Date, and thereafter from time to time during the period when delivery of the Prospectus is required under the Act, such number of copies of the Registration StatementProspectus (as supplemented or amended, if the Disclosure Package and the Prospectus and Company makes any supplements or amendments thereto, to the Prospectus) as the Representative Representatives may reasonably request from time to time during the Prospectus Delivery Periodrequest. The Company hereby consents to the use of such copies of the Disclosure Package each Preliminary Prospectus and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered or sold by the several Underwriters and by all dealers to whom Shares may be offered or sold, both in connection with the offering and sale of the Shares and during for such period of time thereafter as the Prospectus Delivery Period. If requested is required by the Representative Act to be delivered in writing, the connection with sales by any Underwriter or dealer. The Company has furnished or will furnish to the Representative at least one original Representatives two signed copy copies of the Registration Statement as originally filed and of all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy two copies of all exhibits filed therewith and two signed copies of all consents and certificates of experts, and will deliver to the Representative Representatives such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative Representatives may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation continuance of offers and sales of of, and dealings in in, the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s counsel’s reasonable legal fees, required and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative Representatives determines to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the listing of the Shares on the NYSE Amex Equities. (g) Subject to subsection (b) of this Section 6(b) hereof6, in case of any event occurring event, at any time within the Prospectus Delivery Periodperiod during which, in the opinion of counsel for the Underwriters, a prospectus is required to be delivered under the Act and Regulations, as a result of which the Disclosure Package event any Preliminary Prospectus or the Prospectus, as then amended or supplemented, would contain contain, in the judgment of the Company or in the opinion of counsel for the Underwriters, an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading, or, if it is necessary at any time to amend the Disclosure Package any Preliminary Prospectus or the Prospectus to comply with the Act or the and Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, amendment or supplement or document that will correct such statement or omission or an amendment that will effect such compliance and will furnish to the Underwriters Representatives such number of copies of such amendments, amendment or amendments or supplement or supplements to such Preliminary Prospectus or documents the Prospectus (in form and substance satisfactory to the Representative Representatives and counsel for the Underwriters) as the Underwriter Representatives may reasonably request. For purposes of this Section 6(g)subsection, the Company will provide furnish such information to the RepresentativeRepresentatives, the Underwriters’ ' counsel and counsel to for the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package any Preliminary Prospectus or the Prospectus or file any documentProspectus, and shall furnish to the Representative Representatives and the Underwriters’ ' counsel such further information as each may from time to time reasonably request. If the Company and the Representatives agree that any Preliminary Prospectus or the Prospectus should be amended or supplemented, the Company, if requested by the Representatives, will, if and to the extent required by law, promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the Representative, as soon as practicable but and in any event not later than 45 days after the end of the period covered thereby, an earnings statement of the Company (which need not be audited unless required by the Act, the Regulations, the Exchange Act or the rules or regulations thereunder) that satisfies the provisions of shall comply with Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 consecutive months beginning with not later than the first day of the Company’s first 's fiscal quarter occurring after next following the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective dateEffective Date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (ki) For a period of three five years from the date hereofEffective Date, the Company will deliver to the RepresentativeRepresentatives: (iA) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-C, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed with or furnished to the SEC or any securities exchange or FINRAthe NASD, on as soon as practicable after the date each such report or document is so filed or furnished; , (iiB) as soon as practicable, copies of any reports or communications (financial communications(financial or other) of the Company mailed to its security holders; holders and (iiiC) every material press release in respect of the Company or its the Subsidiaries or their affairs that is was released or prepared by the Company; provided, however, that no reports Company or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXXSubsidiaries. (lj) During the course of the distribution of the Shares, the Company and the Subsidiaries has not taken, nor will not and the Company shall cause its officers and directors not to, (i) it take, directly or indirectly, any action designed to, to or that could might, in the future, reasonably be expected to, to cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the SharesStock. (mk) During The Company will cause each person listed on Schedule II hereto to execute a legally binding and enforceable agreement (a "lockup agreement") to, for the period commencing on the date hereof Effective Date and ending on 180 days after the 90th day following Effective Date, not sell, offer to sell, contract to sell, grant any option for the sale of or otherwise transfer or dispose of any shares of Common Stock (except for the sale of the Shares as contemplated by this Agreement), any options or warrants to purchase Common Stock or any securities convertible into or exchangeable for Common Stock without the prior written consent of the Representatives, which lockup agreement shall be in form and substance satisfactory to the Representatives and the Underwriters' counsel, and deliver such lockup agreement to the Representatives prior to the Effective Date. Appropriate stop transfer instructions will be issued by the Company to the transfer agent for the securities affected by the lockup agreements. (l) The Company will not sell, issue, contract to sell, offer to sell or otherwise dispose of any Common Stock, options to purchase Common Stock or any other security convertible into or exchangeable for Common Stock, from the date of the Prospectus, Effective Date through 180 days after the Company will notEffective Date, without the prior written consent of the RepresentativeRepresentatives, directly or indirectly, sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within except for the meaning sale of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any Common Stock, options or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than Shares as contemplated by this Agreement with respect to Agreement, the Shares), provided, however, that granting of options and the Company may issue issuance of Common Stock pursuant to this Agreementupon their exercise, pursuant to under the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any Company's stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan option plans described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, Prospectus and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material eventRepresentatives' Warrants. (nm) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the The Company will use all reasonable efforts to maintain the listing inclusion of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities Nasdaq National Market (or on a national securities exchange, except ) for any failure to maintain such listing resulting from a sale period of all or substantially all of five years after the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transactiondate hereof. (on) The Company shall, at its sole cost and expense, supply and deliver to the Representative Representatives and the Underwriters’ ' counsel, within a reasonable period from after the Closing Date, up six transaction binders, each of which shall include the Registration Statement, as amended or supplemented, all exhibits to four sets the Registration Statement, each Preliminary Prospectus, the Prospectus, the Preliminary Blue Sky Memorandum and any supplement thereto and all underwriting and other closing documents. (o) The Company will use the net proceeds from the sale of transaction binders the Shares to be sold by it hereunder substantially in accordance with the description thereof set forth in the Prospectus and shall file such reports with the SEC with respect to the sale of such Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Act. (p) On the Closing Date, the Company shall sell to the Representatives, at a purchase price of $0.001 per warrant, the Representatives' Warrants to purchase 320,000 shares of Common Stock. Such Representatives' Warrant shall be issued pursuant to the terms of the Warrant Agreement and shall have an exercise price per share equal to $_____, shall be exercisable during the period beginning on the first anniversary of the Effective Date and ending on the fifth anniversary of the Effective Date, and shall contain customary anti-dilution and registration rights provisions. (q) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198, AN ACT RELATING TO DISCLOSURE OF DOING BUSINESS WITH CUBA, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date the Registration Statement becomes or has become effective with the Securities and Exchange Commission or with the Florida Department of Banking and Finance (the "Department"), whichever date is later, or if the information reported in the Prospectus, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Department notice of such business or change, as appropriate, in a form acceptable to the Department. (r) The Company will use its best efforts to do and content as perform all things required to be done and performed by it prior to or after the Underwriter reasonably requestsClosing Date and to satisfy all conditions precedent on its part to the delivery of the Shares.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter at its expense and without any expense to Placement Agent as follows: (a) The A. To advise Placement Agent of any adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company will comply with or rendering untrue or misleading any material statement in the requirements of Rule 430B.Offering Documents occurring at any time prior to a Closing as soon as reasonably practicable after the Company is either informed or becomes aware thereof. (b) The Company will not file with the SEC the Prospectus, any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, and will B. To use its reasonable best efforts to cause any such amendment to the Registration Statement Securities to be declared effective as promptly as possible. Upon reasonable request of qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, on terms consistent with those stated in the Representative or counsel for the UnderwritersOffering Documents, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If requiredNotes, the Company will file any amendment or supplement to Warrants and the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 Placement Agent Warrants under the Act. The securities laws of such jurisdictions as Placement Agent shall reasonably request, provided that such states and jurisdictions do not require the Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative of each filing or effectiveness. (c) The Company will advise the Representative promptly (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwise, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (v) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”), of the happening of any event qualify as a result foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of which the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Act, (viii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company. The Company will use its reasonable best efforts to prevent Company's counsel shall perform the issuance of any such stop order or of any order preventing or suspending such userequired "Blue Sky" services, and if any all reasonable expenses and disbursements of Company's counsel relating to such order is issued, "Blue Sky" matters and relating to obtain as soon as possible the lifting thereofOffering shall be paid by the Company. (d) The Company has delivered to C. To apply the Representative, without charge, net proceeds of the Offering as described in the Offering Documents or as set forth on Schedule 5(C). D. To provide Placement Agent with as many copies of each Preliminary Prospectus the Offering Documents as the Representative has reasonably requested. The Company will deliver to the Representative, without charge, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the Disclosure Package and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative in writing, the Company will furnish to the Representative at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative Placement Agent may reasonably request. (e) The Company will E. To comply with the Actterms of the Subscription Agreements, Notes, Warrants and Placement Agent Warrants including, without limitation, the Regulationsregistration rights provisions thereof. F. To issue to Placement Agent or its designees, at the Closing, the Exchange Act Placement Agent Warrants and provide for registration by the Company of the Placement Agent Shares issuable upon the exercise thereof. G. To keep available out of its authorized and designated Common Stock, solely for the purpose of issuance upon the exercise of the Warrants and Placement Agent Warrants, such number of Warrant Shares and Placement Agent Shares. H. Within three (3) days from the date hereof, Placement Agent shall receive a copy of a duly executed escrow agreement in the form previously delivered to you regarding the deposit of funds pending the Closing(s) of the Offering with a bank or trust company acceptable to the Placement Agent (the "Fund Escrow Agreement"). I. Employment agreements with key management reasonably acceptable to the Placement Agent and its counsel shall have been executed and delivered. J. A Board of Directors composition reasonably acceptable to the Placement Agent, which shall include at least a majority of "independent" directors, shall be in place within 180 days of the first Closing. In the event this covenant is not satisfied, the Placement Agent shall have the authority to nominate and the Exchange Act rules Company shall appoint two directors selected by the Placement Agent. In the event this covenant is satisfied, the Placement Agent's right to nominate such directors will terminate. K. There shall be reasonable satisfaction by the Placement Agent, in its reasonable discretion, with their ongoing due diligence of the Company and regulations thereunder any subsidiaries. L. The appointment of an observer designated by the Placement Agent, to the Board of Directors of the Company and any subsidiary, shall have been adopted at the time of the initial Closing. Such observer shall remain in place so long as the Notes remain outstanding. M. There shall be approval by the Board of Directors of the Company of the contemplated public offering of the Company's securities as soon as possible following the Offering on the terms outlined on Exhibit II to the Letter of Intent (as defined below) and another Board of Directors resolution that if the public offering of the Company's securities is not pursued in good faith and absent the Placement Agent's failure to process the public offering in good faith, the Company shall pay to the Placement Agent liquidated damages in the amount of $100,000 for its failure to do so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution set forth therein. N. Pending completion of the Shares as Offering contemplated hereby. (f) The herein and the IPO contemplated hereinafter, the Company will furnish such information and pay such filing fees and agrees that it shall not negotiate with any other expenses as may be required, including broker-dealer or other person relating to a possible private and/or public offering of its securities without the Company’s counsel’s reasonable legal fees, and otherwise cooperate in the registration or qualification written consent of the SharesPlacement Agent. In the event the Company enters into a letter of intent or effectuates a private and/or a public offering of its securities with another broker-dealer or any other person without the written permission of the Placement Agent after the execution of this Agreement and prior to ______, or exemption therefrom2006, for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines to offer the Shares, after consultation with the Company, in compliance with the NASD Conduct Rules, shall be liable to the Placement Agent for the out-of-pocket accountable expenses of the Placement Agent due and will file payable immediately upon such consents engagement with another broker-dealer. The Company further agrees that any communications with any other broker-dealer, solicited or unsolicited, shall be conducted exclusively through the Placement Agent. The preparations for the Offering may not be terminated prior to service April 1, 2006 by the Company other than for the Placement Agent's failure to proceed in good faith. Thereafter, in the event marketing of process the Offering has not commenced, either party may terminate the Offering upon three days prior written notice, without liability or other documents necessary or appropriate in order continuing obligation to effect such registration or qualificationthe other; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, if the Company would be subject elects not to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take proceed with the Offering for any action which would subject it to service of process in suits, reason other than those arising out the Placement Agent's bad faith in processing the transaction or if the Placement Agent elects not to proceed due to a material breach by the Company of the offering any representation, warranty or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate covenant contained in the listing of the Shares on the NYSE Amex Equities. (g) Subject Placement Agent Agreement to Section 6(b) hereofbe entered into, in case of any event occurring at any time within the Prospectus Delivery Period, or as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, or omit Company's failure to state meet any material fact necessary in order to make the statements therein, in light of the circumstances conditions set forth in which they are Section 4 hereof, then the Company shall be obligated to pay the Placement Agent, exclusive of any payments otherwise made, not misleading, a "break-up" fee of $100,000 plus 40,000 Placement Agent Warrants or, if it is necessary at any time to amend the Disclosure Package or the Prospectus to comply with the Act or the Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative and counsel for the Underwriters) as the Underwriter may reasonably request. For purposes of this Section 6(g), the Company will provide such information to the Representative, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative shall be deemed to Offering Documents have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented distributed to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectuspotential investors, $150,000 plus 60,000 Placement Agent Warrants.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the Representative, as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the Representative: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXX. (l) During the course of the distribution of the Shares, the Company and the Subsidiaries will not and the Company shall cause its officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the Shares. (m) During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Representative, directly or indirectly, sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any Common Stock, options or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Shares), provided, however, that the Company may issue Common Stock pursuant to this Agreement, pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material event. (n) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the Company will use all reasonable efforts to maintain the listing of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transaction. (o) The Company shall, at its sole cost and expense, supply and deliver to the Representative and the Underwriters’ counsel, within a reasonable period from the Closing Date, up to four sets of transaction binders in such form and content as the Underwriter reasonably requests.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows: (a) The Company will comply with the requirements of Rule 430B. (b) The Company will not file with the SEC the Prospectus, any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has received a reasonable period of time to review the Prospectus or any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing thereof, such consent not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares by the Underwriters and will use their reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto thereto, has been filed and will provide evidence to the Representative of each filing or effectiveness. (c) The Company will advise the Representative promptly (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwise, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments or other written or oral communications from the SEC concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been is filed, (v) when any Issuer Free Writing Prospectus or Other Free Writing Prospectus is filed, (vi) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package or the Prospectus or for additional information, (vivii) during the period when the a prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement or the Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, (viiviii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement the Prospectus to comply with the Act, (viiiix) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any the Preliminary Prospectus or the Prospectus, and (ixx) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities NASDAQ Stock Market, LLC or the qualification of any of the Shares for offering or sale in any jurisdiction in which the Underwriter intends Underwriters intend to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes known to the Company, and (xi) of any written or oral correspondence received by the Company from the NASDAQ Stock Market, LLC. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the Representative, without charge, as many copies of each the Preliminary Prospectus as the Representative has have reasonably requested. The Company will deliver to the Representative, without charge, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto, as the Representative may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the Disclosure Package and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and during the Prospectus Delivery Period. If requested by the Representative in writing, the Company will furnish to the Representative at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations promulgated thereunder so as to permit the continuation of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby. (f) The Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s counsel’s reasonable legal fees, and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines to offer the Shares, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction for such offering and sale. The Company will furnish such information and pay such filing fees and other expenses as may be required, required and otherwise cooperate in use its commercially reasonable best efforts to effect the listing of the Shares on the NYSE Amex EquitiesNASDAQ Stock Market, LLC. (g) Subject to Section 6(b5(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading, or, if it is necessary at any time to amend the Disclosure Package or the Prospectus to comply with the Act or the Regulations or any other applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative and counsel for the Underwriters) as the Underwriter Underwriters may reasonably request. For purposes of this Section 6(g5(g), the Company will provide such information to the Representative, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The As soon as practicable, the Company will make generally available to its security holders and to the Representative, as soon as practicable but not later than 45 days after the end of the period covered thereby, Representative an earnings statement that satisfies or statements of the Company and the Subsidiaries (which need not be audited) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder and cover a period of at least 12 months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company, after consultation with its counsel and after notification to the Representative, such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the Representative: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXXEXXXX. (l) During the course of the distribution of the Shares, the Company and the Subsidiaries will not and the Company shall cause its officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the Shares. (m) The Company has delivered agreements executed by the persons listed on Schedule III hereto (the “Lock up Agreements”) in the form set forth as Exhibit A hereto to the Representative prior to the date of this Agreement. The Company will issue appropriate stop transfer instructions to the Company’s transfer agent (the “Transfer Agent”) for the Common Stock subject to the Lock up Agreements and a copy of such instructions will be delivered to the Representative. (n) During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of the Representative, directly or indirectly, sell, offer, contract or grant any options to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of), or file any registration statement under the Act in respect ofof (or announce an intention to do any of the foregoing), any Common Stock, options or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than as contemplated by this Agreement with respect to the Shares), provided, however, that the Company may (i) issue Common Stock pursuant to this AgreementAgreement and other contractual obligations of the Company existing on the date hereof and disclosed in the Disclosure Package, and Common Stock and securities exercisable for or convertible into Common Stock pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012Incentive Plan, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may (ii) file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to aboveS-8. Notwithstanding anything contained in this Section 6(n5(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n5(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material event. (no) For a period of three years from the Effective Date date hereof (or for such shorter period that any shares of Common Stock remain outstanding), the Company will use all reasonable efforts to maintain the listing of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities NASDAQ Stock Market, LLC or on a another national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transaction. (op) The Company shall, at its sole cost and expense, supply and deliver to will use the Representative and the Underwriters’ counsel, within a reasonable period net proceeds from the Closing Date, up sale of the Shares to four sets be sold by it hereunder substantially in accordance with the description set forth under the caption “Use of transaction binders Proceeds” in such form and content as the Underwriter reasonably requestsProspectus. (q) The Company will comply with the undertakings set forth in the Registration Statement.

Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter several Underwriters as follows: (a) The Company will comply with the requirements of Rule 430B. (b) The Company will not file with the SEC SEC, the Prospectus, any amendment or supplement to the Prospectus or any amendment to the Registration Statement or the Disclosure Package, and will not use, authorize, refer to or file any Issuer Free Writing Prospectus, unless the Representative has received a reasonable period of time to review any such proposed amendment, supplement or Issuer Free Writing Prospectus and consented to the filing filings thereof, such consent not to be unreasonably withheld or delayed, and will use its reasonable best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. Upon reasonable request of the Representative or counsel for the Underwriters, the Company will promptly prepare and file with the SEC, in accordance with the Regulations, any amendments to the Registration Statement or amendments or supplements to the Prospectus or the Disclosure Package that may be necessary or advisable in connection with the distribution of the Shares Notes by the several Underwriters and will use their reasonable its best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible. If required, the Company will file any amendment or supplement to the Prospectus or the Disclosure Package with the SEC in the manner and within the time period required by Rule 424(b) or Rule 433 under the Act. The Company will advise the Representative, promptly after receiving notice thereof, of the time when the Registration Statement or any amendment thereof has been filed or declared effective or the Prospectus or the Disclosure Package, or any amendment or supplement thereto has been filed and will provide evidence to the Representative of each filing or effectiveness. (c) The Company will advise the Representative promptly immediately, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwise, (ii) when any Rule 462(b) Registration Statement is filed, (iii) of the receipt of any comments from the SEC concerning the Registration Statement, (iv) when any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or the Disclosure Package or any amended Prospectus or Disclosure Package has been filed, (v) of any request of the SEC for amendment or supplementation of the Registration Statement, the Disclosure Package or the Prospectus or for additional information, (vi) during the period when the a prospectus is required to be delivered under the Act and Regulations (the “Prospectus Delivery Period”), of the happening of any event as a result of which the Registration Statement or the any Prospectus would include an untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in under which they are made, not misleading, (vii) during the Prospectus Delivery Period, of the need to amend the Registration Statement or supplement to the Prospectus to comply with the Act, (viii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, and (ix) of the suspension of the approval of the Shares for listing on the NYSE Amex Equities or the qualification of any of the Shares Notes for offering or sale in any jurisdiction in which the Underwriter intends Underwriters intend to make such offers or sales, or the initiation or threatening of any proceedings for any of such purposes purpose known to the Company. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use, and if any such order is issued, to obtain as soon as possible the lifting thereof. (d) The Company has delivered to the Representative, without charge, as many copies of each Preliminary Prospectus as the Representative has reasonably requested. The Company will deliver deliver, without charge, to the Representative, without charge, such number of copies of the Registration Statement, the Disclosure Package and the Prospectus Prospectus, and any supplements or amendments thereto, as the Representative may reasonably request from time to time during the Prospectus Delivery Period. The Company hereby consents to the use of such copies of the Disclosure Package and the Prospectus for purposes permitted by the Act, the Regulations and the securities or Blue Sky laws of the states or foreign jurisdictions in which the Shares Notes are offered by the several Underwriters and by all dealers to whom Shares Notes may be sold, both in connection with the offering and sale of the Shares Notes and during the Prospectus Delivery Period. If requested by the Representative in writing, the Company will furnish to the Representative at least one original signed copy of the Registration Statement as originally filed and all amendments and supplements thereto, whether filed before or after the Effective Date, at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative may reasonably request. (e) The Company will comply with the Act, the Regulations, the Exchange Act and the Exchange Act rules and regulations thereunder so as to permit the continuation of sales of and dealings in the Shares Notes for as long as may be necessary to complete the distribution of the Shares Notes as contemplated hereby. (f) The If required, the Company will furnish such information and pay such filing fees and other expenses as may be required, including the Company’s its counsel’s reasonable legal fees, and otherwise cooperate in the registration or qualification of the SharesNotes, or exemption therefrom, for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions in which the Representative determines determine to offer the SharesNotes, after consultation with the Company, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the SharesNotes, in any jurisdiction where it is not now so subject. The If required, the Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdiction jurisdictions for such offering and sale. The Company will furnish will, from time to time, prepare and file such information statements and pay such filing fees and other expenses reports as are or may be required, and otherwise cooperate required to continue such qualification in effect for a period of three years from the listing of the Shares on the NYSE Amex EquitiesEffective Time. (g) Subject to Section 6(b4(b) hereof, in case of any event occurring at any time within the Prospectus Delivery Period, as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading, or, if it is necessary at any time to amend the Disclosure Package or the Prospectus to comply with the Act or the Regulations or any applicable securities or Blue Sky laws, the Company promptly will prepare and file with the SEC, and any applicable state and foreign securities commission, an amendment, supplement or document that will correct such statement or omission or effect such compliance and will furnish to the several Underwriters such number of copies of such amendments, supplements or documents (in form and substance satisfactory to the Representative and counsel for the Underwriters) as the Underwriter Representative may reasonably request. For purposes of this Section 6(g4(g), the Company will provide such information to the Representative, the Underwriters’ counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus or file any document, and shall furnish to the Representative and the Underwriters’ counsel such further information as each may from time to time reasonably request. (h) The Company agrees that, unless it obtains the prior written consent of the Representative, which consent will not be unreasonably withheld or delayed, it will not make any offer relating to the Shares Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the SEC or retained by the Company under Rule 433 of the Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II I hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. (i) The Company will make generally available to its security holders and the Representative, Representative as soon as practicable but not later than 45 days after the end of the period covered thereby, an earnings statement that satisfies the provisions of Section 11(aSection (a) of the Act and Rule 158 promulgated thereunder and cover covering a period of at least 12 twelve months beginning with the Company’s first fiscal quarter occurring after the “effective date” (as defined in Rule 158) of the Registration Statement); provided, however, that the Company shall have satisfied its obligations under this Section 6(i) if it timely files its Annual Report on Form 10-K for the fiscal year next ending after such effective date. (j) Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the Company, the condition, financial or otherwise, or the earnings, business, operations or prospects of the Company, or the offering of the Shares Notes without the prior written consent of the Representative unless in the judgment of the CompanyCompany and its counsel, after consultation with its counsel and after notification to the Representative, Representative such press release or communication is required by law. (k) For a period of three years from the date hereof, the Company will deliver to the Representative: (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-K and 10-Q (or such similar forms as may be designated by the SEC), proxy statements, registration statements and any exhibits thereto, filed or furnished to the SEC or any securities exchange or FINRA, on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) every material press release in respect of the Company or its affairs that is released or prepared by the Company; provided, however, that no reports or documents need to be furnished to the extent they have been filed with the SEC and are publicly available on XXXXX. (l) During the course of the distribution of the SharesNotes, the Company and the Subsidiaries will not not, and the Company shall cause its officers and directors not to, (i) take, directly or indirectly, any action designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock Notes or (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of, the SharesNotes. (ml) During the a period commencing on the date hereof and ending on the 90th day following of 15 days from the date of the Prospectusthis Agreement, the Company will not, without the Representative’s prior written consent of the Representativeconsent, directly or indirectly, sell, offer, contract or grant any options offer to sell, pledge, transfer or establish an open “put equivalent position” within grant any option for the meaning of Rule 16a-1(h) under the Exchange Act or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(b) under the Exchange Actsale of, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition of, or announce the offering of, or file any registration statement under the Act in respect of, any Common Stock, options Notes or warrants to acquire Common Stock any security convertible into or securities exchangeable into or exercisable for the Notes or convertible into Common Stock (other than as contemplated by this Agreement with respect any debt securities substantially similar to the Shares), provided, however, that Notes (except for the Company may issue Common Stock Notes issued pursuant to this Agreement, pursuant to the Agreement by and between the United States Power Fund and the Company dated April 17, 2012, and under any stock option, equity compensation or other stock plan or arrangement, common share purchase and dividend reinvestment plan described in or filed as an exhibit to the Registration Statement, the Disclosure Package or the Prospectus, may file registration statements on Form S-8 or amend its registration on Form S-3, and may enter into an agreement to issue Common Stock if the consummation of the transaction contemplated by such agreement is subject to the approval of a state public utility regulatory commission, and provided that no Common Stock is issued pursuant to such agreement during the 90-day restricted period referred to above. Notwithstanding anything contained in this Section 6(n) to the contrary, if (A) during the last 17 days of the 90-day period referenced above, the Company issues an earnings release or material news or material event relating to the Company occurs; or (B) prior to the expiration of the 90-day period referenced above, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 6(n) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the materials news or material event). (n) For a period of three years from the Effective Date (or for such shorter period that any shares of Common Stock remain outstanding), the Company will use all reasonable efforts to maintain the listing of the Common Stock (including, without limitation, the Shares) on the NYSE Amex Equities or on a national securities exchange, except for any failure to maintain such listing resulting from a sale of all or substantially all of the property and assets of the Company or a merger, consolidation or other business combination transaction pursuant to which the Company is not the continuing or surviving entity of such merger, consolidation or transaction. (om) The Company shall, at its sole cost and expense, supply and deliver to the Representative and the Underwriters’ counsel, within a reasonable period from the Closing Date, up to four sets of Date transaction binders in such number and in such form and content as the Underwriter Representative reasonably requests. (n) The Company will use the net proceeds from the sale of the Notes to be sold by it hereunder substantially in accordance with the description set forth under the caption “Use of Proceeds” in the Prospectus.