Common use of LIST OF SCHEDULES Clause in Contracts

LIST OF SCHEDULES. SCHEDULE A LIST OF THE UNDERWRITERS SCHEDULE B TIME OF SALE PROSPECTUS SCHEDULE C SUBSIDIARIES SCHEDULE D PARTIES TO LOCK-UP AGREEMENT LIST OF EXHIBITS EXHIBIT A FORM OF LEGAL OPINION OF COUNSEL FOR THE COMPANY EXHIBIT B FORM OF LOCK-UP AGREEMENT iii Underwriting Agreement July __, 2007 JMP SECURITIES LLC 600 Xxxxxxxxxx Xxxxxx San Francisco, California 94111 As Representative of the several Underwriters Ladies and Gentlemen: Introductory. BFC Financial Corporation, a Florida corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (“List of the Underwriters”) attached hereto (collectively, the “Underwriters”) an aggregate of 10,000,000 shares (the “Firm Offered Shares”) of its Class A Common Stock, par value $0.01 per share (the “Common Stock”) in accordance with the terms and conditions set forth in this Underwriting Agreement (the “Agreement”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,500,000 shares (the “Optional Offered Shares”) of Common Stock, as provided in Section 2 (“Purchase, Sale, and Delivery of the Offered Shares”). The Firm Offered Shares and, if and to the extent such option is exercised, the Optional Offered Shares are collectively called the “Offered Shares.” JMP Securities LLC (“JMP”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Company has met all the conditions in order to use Form S-3 for registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-141632), which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including all documents incorporated or deemed to be incorporated by reference therein and financial statements, exhibits, and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Securities Act, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares, is called the “Prospectus.” All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Time of Sale Prospectus or the Prospectus shall be deemed to include the filing of any document under the Exchange Act and the rules and regulations of the Commission promulgated thereunder which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be.

LIST OF SCHEDULES. SCHEDULE A LIST OF THE UNDERWRITERS SCHEDULE B TIME OF SALE PROSPECTUS SCHEDULE C SUBSIDIARIES SCHEDULE D PARTIES TO LOCK-UP AGREEMENT LIST OF EXHIBITS Schedule 4(a) Subsidiaries EXHIBIT A FORM OF LEGAL OPINION OF COUNSEL FOR THE COMPANY EXHIBIT B FORM OF LOCK-UP AGREEMENT iii Underwriting Agreement July NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date:___________________________ [TRANSFER AGENT] Re: Voiceserve, 2007 JMP SECURITIES LLC 600 Xxxxxxxxxx Xxxxxx San Francisco, California 94111 As Representative of the several Underwriters Inc. Ladies and Gentlemen: Introductory. BFC Financial CorporationWe are counsel to Voiceserve, Inc., a Florida Delaware corporation (the “"Company”"), proposes and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and____________________________ (the "Investor") pursuant to which the Company has agreed to issue and sell to the several underwriters named in Schedule A (“List Investor shares of the Underwriters”) attached hereto (collectivelyCompany's common stock, the “Underwriters”) an aggregate of 10,000,000 shares (the “Firm Offered Shares”) of its Class A Common Stock, $.001 par value $0.01 per share (the “"Common Stock”") in accordance with on the terms and conditions set forth in this Underwriting Agreement (the “Investment Agreement”). In additionPursuant to the Investment Agreement, the Company also has granted to entered into a Registration Rights Agreement with the Underwriters an option to purchase up to an additional 1,500,000 shares Investor (the “Optional Offered Shares”"Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock, as provided in Section 2 (“Purchase, Sale, and Delivery of Stock issued or issuable under the Offered Shares”). The Firm Offered Shares and, if and to the extent such option is exercised, the Optional Offered Shares are collectively called the “Offered Shares.” JMP Securities LLC (“JMP”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Company has met all the conditions in order to use Form S-3 for registration Investment Agreement under the Securities Act of 1933, as amendedamended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, and the rules and regulations promulgated thereunder (collectivelyon___, 2006, the “Securities Act”Company filed a Registration Statement on Form S- ___ (File No. 333-) and has prepared and filed (the "Registration Statement") with the Securities and Exchange Commission (the “Commission”"SEC") relating to the Registrable Securities which names the Investor as a registration statement on Form S-3 (File Noselling shareholder thereunder. 333-141632), which contains a form of prospectus to be used in In connection with the public offering and sale foregoing, we advise you that [a member of the Offered Shares. Such registration statement, as amended, including all documents incorporated or deemed to be incorporated SEC's staff has advised us by reference therein and financial statements, exhibits, and schedules thereto, in telephone that the form in which it was declared effective by SEC has entered an order declaring the Commission Registration Statement effective] [the Registration Statement has become effective] under the Securities 1933 Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness pursuant to Rule 430A has been issued and no proceedings for that purpose are pending before, or Rule 434 threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act, or the Securities Exchange 1933 Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares, is called the “Prospectus.” All references in this Agreement to the Registration Statement. Very truly yours, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Time of Sale Prospectus or the Prospectus shall be deemed to include the filing of any document under the Exchange Act and the rules and regulations of the Commission promulgated thereunder which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be.[Company Counsel] EXHIBIT C Date:

LIST OF SCHEDULES. SCHEDULE A LIST OF THE UNDERWRITERS SCHEDULE B TIME OF SALE PROSPECTUS SCHEDULE C 4(a) SUBSIDIARIES SCHEDULE D PARTIES TO LOCK-UP AGREEMENT LIST OF EXHIBITS WATER SCIENCE, INC. -------------------------------------------------------------------------------- EXHIBIT A FORM OF LEGAL OPINION OF COUNSEL FOR THE COMPANY EXHIBIT B FORM OF LOCK-UP AGREEMENT iii Underwriting Agreement July NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date:__________ [TRANSFER AGENT] Re: Hybrid Fuel Systems, 2007 JMP SECURITIES LLC 600 Xxxxxxxxxx Xxxxxx San Francisco, California 94111 As Representative of the several Underwriters Inc. ------------------------- Ladies and Gentlemen: Introductory. BFC Financial CorporationWe are counsel to Hybrid Fuel Systems., a Florida Georgia corporation (the “----------------------- "Company”"), proposes and have represented the Company in connection with that certain Subscription Agreement (the "Subscription Agreement") entered into by and among the Company and _______________ (the "Holder") pursuant to which the Company has agreed to issue and sell to the several underwriters named in Schedule A (“List Holder shares of the Underwriters”) attached hereto (collectivelyCompany's common stock, the “Underwriters”) an aggregate of 10,000,000 shares (the “Firm Offered Shares”) of its Class A Common Stock, $.001 par value $0.01 per share (the “"Common Stock”") in accordance with on the terms and conditions set forth in this Underwriting Agreement (the “Subscription Agreement”). In additionPursuant to the Subscription Agreement, the Company also has granted to entered into a Registration Rights Agreement with the Underwriters an option to purchase up to an additional 1,500,000 shares Holder (the “Optional Offered Shares”"Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock, as provided in Section 2 (“Purchase, Sale, and Delivery of Stock issued or issuable under the Offered Shares”). The Firm Offered Shares and, if and to the extent such option is exercised, the Optional Offered Shares are collectively called the “Offered Shares.” JMP Securities LLC (“JMP”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Company has met all the conditions in order to use Form S-3 for registration Subscription Agreement under the Securities Act of 1933, as amendedamended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, and the rules and regulations promulgated thereunder (collectivelyon_________ ___, 2005, the “Securities Act”Company filed a Registration Statement on Form S- ____ (File No. 333-________) and has prepared and filed (the "Registration Statement") with the Securities and Exchange Commission (the “Commission”"SEC") relating to the Registrable Securities which names the Holder as a registration statement on Form S-3 (File Noselling shareholder thereunder. 333-141632), which contains a form of prospectus to be used in In connection with the public offering and sale foregoing, we advise you that [a member of the Offered Shares. Such registration statement, as amended, including all documents incorporated or deemed to be incorporated SEC's staff has advised us by reference therein and financial statements, exhibits, and schedules thereto, in telephone that the form in which it was declared effective by SEC has entered an order declaring the Commission Registration Statement effective] [the Registration Statement has become ========================================= effective] under the Securities 1933 Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at [enter the time of effectiveness] on [enter the ========= ------------------------------- --------- date of effectiveness] and to the best of our knowledge, after telephonic ----------------------- inquiry of a member of the SEC's staff, no stop order suspending its effectiveness pursuant to Rule 430A has been issued and no proceedings for that purpose are pending before, or Rule 434 threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act, or the Securities Exchange 1933 Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares, is called the “Prospectus.” All references in this Agreement to the Registration Statement. Very truly yours, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Time of Sale Prospectus or the Prospectus shall be deemed to include the filing of any document under the Exchange Act and the rules and regulations of the Commission promulgated thereunder which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be.[Company Counsel] By: -------------------------------

LIST OF SCHEDULES. SCHEDULE A LIST OF THE UNDERWRITERS SCHEDULE B TIME OF SALE PROSPECTUS SCHEDULE C SUBSIDIARIES SCHEDULE D PARTIES TO LOCK-UP AGREEMENT LIST OF EXHIBITS Schedule 4(a) Subsidiaries EXHIBIT A FORM OF LEGAL OPINION OF COUNSEL FOR THE COMPANY American Asset Development, Inc.INVESTMENT.AGREEMENT.September.2010. EXHIBIT B FORM OF LOCK-UP AGREEMENT iii Underwriting Agreement July NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: AMERICAN ASSET DEVELOPMENT, 2007 JMP SECURITIES LLC 600 Xxxxxxxxxx Xxxxxx San Francisco, California 94111 As Representative of the several Underwriters INC.. Ladies and Gentlemen: Introductory. BFC Financial CorporationWe are counsel to American Asset Development, Inc., a Florida Nevada corporation (the “"Company”"), proposes and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue and sell to the several underwriters named in Schedule A (“List Investor shares of the Underwriters”) attached hereto (collectivelyCompany's common stock, the “Underwriters”) an aggregate of 10,000,000 shares (the “Firm Offered Shares”) of its Class A Common Stock, .no par value $0.01 per share (the “"Common Stock”") in accordance with on the terms and conditions set forth in this Underwriting Agreement (the “Investment Agreement”). In additionPursuant to the Investment Agreement, the Company also has granted to entered into a Registration Rights Agreement with the Underwriters an option to purchase up to an additional 1,500,000 shares Investor (the “Optional Offered Shares”"Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock, as provided in Section 2 (“Purchase, Sale, and Delivery of Stock issued or issuable under the Offered Shares”). The Firm Offered Shares and, if and to the extent such option is exercised, the Optional Offered Shares are collectively called the “Offered Shares.” JMP Securities LLC (“JMP”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Company has met all the conditions in order to use Form S-3 for registration Investment Agreement under the Securities Act of 1933, as amendedamended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, and on _________, 200_ the rules and regulations promulgated thereunder Company filed a Registration Statement on Form S- ___ (collectively, File No. 333-________) (the “Securities Act”"Registration Statement") and has prepared and filed with the Securities and Exchange Commission (the “Commission”"SEC") relating to the Registrable Securities which names the Investor as a registration statement on Form S-3 (File Noselling shareholder thereunder. 333-141632), which contains a form of prospectus to be used in In connection with the public offering and sale foregoing, we advise you that [ a member of the Offered Shares. Such registration statement, as amended, including all documents incorporated or deemed to be incorporated SEC's staff has advised us by reference therein and financial statements, exhibits, and schedules thereto, in telephone that the form in which it was declared SEC has entered an order declaring the Registration Statement effective by ] [the Commission Registration Statement has become effective] under the Securities 1933 Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness pursuant to Rule 430A has been issued and no proceedings for that purpose are pending before, or Rule 434 threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act, or the Securities Exchange 1933 Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares, is called the “Prospectus.” All references in this Agreement to the Registration Statement. Very truly yours, the Rule 462(b) Registration Statement[Company Counsel] American Asset Development, Inc.INVESTMENT.AGREEMENT.September.2010. EXHIBIT C Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, American Asset Development, Inc., a preliminary prospectusNevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Prospectus or any amendments or supplements Investment Agreement to any require Dutchess Opportunity Fund, II, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The Suspension Price is $________ The current number of shares issued and outstanding as of the foregoingCompany are: ____________________________ The number of shares currently available for issuance on the S-1 for the Equity Line are: _________________________ Regards, shall include any copy thereof filed with the Commission pursuant to its Electronic Data GatheringAmerican Asset Development, Analysis and Retrieval System (“EXXXX”)Inc. ______________________ Name: Title: American Asset Development, Inc.INVESTMENT.AGREEMENT.September.2010. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration StatementEXHIBIT D PUT SETTLEMENT SHEET Date: Dear ______, the Time of Sale Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements Pursuant to the Registration StatementPut given by American Asset Development, Inc., to Dutchess Opportunity Fund, II, LP on _________________ 200_, we are now submitting the Time amount of Sale Prospectus or common shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the Prospectus shall be deemed following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to include the filing of any document under the Exchange Act and the rules and regulations of the Commission promulgated thereunder which is or is deemed to be incorporated by reference in the Registration StatementCompany. Regards, the Time of Sale Prospectus or the Prospectus, as the case may be.Xxxxxxx X. Xxxxxxxx

LIST OF SCHEDULES. SCHEDULE A LIST OF THE UNDERWRITERS SCHEDULE B TIME OF SALE PROSPECTUS SCHEDULE C SUBSIDIARIES SCHEDULE D PARTIES TO LOCK-UP AGREEMENT LIST OF EXHIBITS Schedule 4(a) Subsidiaries EXHIBIT A FORM OF LEGAL OPINION OF COUNSEL FOR THE COMPANY Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT B FORM OF LOCK-UP AGREEMENT iii Underwriting Agreement July NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __, 2007 JMP SECURITIES LLC 600 Xxxxxxxxxx Xxxxxx San Francisco, California 94111 As Representative of the several Underwriters ________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. Ladies and Gentlemen: Introductory. BFC Financial We are counsel to Axiologix Education Corporation, a Florida Nevada corporation (the “"Company”"), proposes and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue and sell to the several underwriters named in Schedule A (“List Investor shares of the Underwriters”) attached hereto (collectivelyCompany's common stock, the “Underwriters”) an aggregate of 10,000,000 shares (the “Firm Offered Shares”) of its Class A Common Stock, without par value $0.01 per share (the “"Common Stock”") in accordance with on the terms and conditions set forth in this Underwriting Agreement (the “Investment Agreement”). In additionPursuant to the Investment Agreement, the Company also has granted to entered into a Registration Rights Agreement with the Underwriters an option to purchase up to an additional 1,500,000 shares Investor (the “Optional Offered Shares”"Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock, as provided in Section 2 (“Purchase, Sale, and Delivery of Stock issued or issuable under the Offered Shares”). The Firm Offered Shares and, if and to the extent such option is exercised, the Optional Offered Shares are collectively called the “Offered Shares.” JMP Securities LLC (“JMP”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Company has met all the conditions in order to use Form S-3 for registration Investment Agreement under the Securities Act of 1933, as amendedamended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, and on _________, 200_ the rules and regulations promulgated thereunder Company filed a Registration Statement on Form S- ___ (collectively, File No. 333-________) (the “Securities Act”"Registration Statement") and has prepared and filed with the Securities and Exchange Commission (the “Commission”"SEC") relating to the Registrable Securities which names the Investor as a registration statement on Form S-3 (File Noselling shareholder thereunder. 333-141632), which contains a form of prospectus to be used in In connection with the public offering and sale foregoing, we advise you that [ a member of the Offered Shares. Such registration statement, as amended, including all documents incorporated or deemed to be incorporated SEC's staff has advised us by reference therein and financial statements, exhibits, and schedules thereto, in telephone that the form in which it was declared SEC has entered an order declaring the Registration Statement effective by ] [the Commission Registration Statement has become effective] under the Securities 1933 Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness pursuant to Rule 430A has been issued and no proceedings for that purpose are pending before, or Rule 434 threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act, or the Securities Exchange 1933 Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares, is called the “Prospectus.” All references in this Agreement to the Registration Statement. Very truly yours, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)[Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Time of Sale Prospectus or the Prospectus shall be deemed to include the filing of any document under the Exchange Act and the rules and regulations of the Commission promulgated thereunder which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be.EXHIBIT C Date:

LIST OF SCHEDULES. SCHEDULE A LIST OF THE UNDERWRITERS SCHEDULE B TIME OF SALE PROSPECTUS SCHEDULE C SUBSIDIARIES SCHEDULE D PARTIES TO LOCK-UP AGREEMENT LIST OF EXHIBITS 33 Platinum Studios, Inc.INVESTMENT.AGREEMENT.May 20, 2010. Schedule 4(a) Subsidiaries EXHIBIT A EXHIBIT B 34 Platinum Studios, Inc.INVESTMENT.AGREEMENT.May 20, 2010. FORM OF LEGAL OPINION NOTICE OF COUNSEL FOR THE COMPANY EXHIBIT B FORM EFFECTIVENESS OF LOCK-UP AGREEMENT iii Underwriting Agreement July REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: PLATINUM STUDIOS, 2007 JMP SECURITIES LLC 600 Xxxxxxxxxx Xxxxxx San Francisco, California 94111 As Representative of the several Underwriters INC.. Ladies and Gentlemen: Introductory. BFC Financial CorporationWe are counsel to Platinum Studios, Inc.., a Florida California corporation (the “"Company”"), proposes and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue and sell to the several underwriters named in Schedule A (“List Investor shares of the Underwriters”) attached hereto (collectivelyCompany's common stock, the “Underwriters”) an aggregate of 10,000,000 shares (the “Firm Offered Shares”) of its Class A Common Stock, without par value $0.01 per share (the “"Common Stock”") in accordance with on the terms and conditions set forth in this Underwriting Agreement (the “Investment Agreement”). In additionPursuant to the Investment Agreement, the Company also has granted to entered into a Registration Rights Agreement with the Underwriters an option to purchase up to an additional 1,500,000 shares Investor (the “Optional Offered Shares”"Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock, as provided in Section 2 (“Purchase, Sale, and Delivery of Stock issued or issuable under the Offered Shares”). The Firm Offered Shares and, if and to the extent such option is exercised, the Optional Offered Shares are collectively called the “Offered Shares.” JMP Securities LLC (“JMP”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Company has met all the conditions in order to use Form S-3 for registration Investment Agreement under the Securities Act of 1933, as amendedamended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, and on _________, 200_ the rules and regulations promulgated thereunder Company filed a Registration Statement on Form S- ___ (collectively, File No. 333-________) (the “Securities Act”"Registration Statement") and has prepared and filed with the Securities and Exchange Commission (the “Commission”"SEC") relating to the Registrable Securities which names the Investor as a registration statement on Form S-3 (File Noselling shareholder thereunder. 333-141632), which contains a form of prospectus to be used in In connection with the public offering and sale foregoing, we advise you that [a member of the Offered Shares. Such registration statement, as amended, including all documents incorporated or deemed to be incorporated SEC's staff has advised us by reference therein and financial statements, exhibits, and schedules thereto, in telephone that the form in which it was declared effective by SEC has entered an order declaring the Commission Registration Statement effective] [the Registration Statement has become effective] under the Securities 1933 Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness pursuant to Rule 430A has been issued and no proceedings for that purpose are pending before, or Rule 434 threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act, or the Securities Exchange 1933 Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares, is called the “Prospectus.” All references in this Agreement to the Registration Statement. Very truly yours, the Rule 462(b) Registration Statement[Company Counsel] Platinum Studios, Inc.INVESTMENT.AGREEMENT.May 20, 2010. EXHIBIT C Date: RE: Put Notice Number __ Dear Mx. Xxxxxxxx, This is to inform you that as of today, Platinum Studios, Inc., Inc., a preliminary prospectusCalifornia corporation (the "Company"), hereby elects to exercise its right pursuant to the Prospectus or any amendments or supplements Investment Agreement to any require Dutchess Opportunity Fund, II, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The Minimum Acceptable Price is $________ The current number of shares issued and outstanding as of the foregoingCompany are: The number of shares currently available for issuance on the S-1 for the Equity Line are: _________________________ Regards, shall include any copy thereof filed with the Commission pursuant to its Electronic Data GatheringPlatinum Studios, Analysis and Retrieval System (“EXXXX”)Inc. ______________________ Name: Title: Platinum Studios, Inc.INVESTMENT.AGREEMENT.May 20, 2010. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Time of Sale Prospectus or the Prospectus shall be deemed to include the filing of any document under the Exchange Act and the rules and regulations of the Commission promulgated thereunder which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be.EXHIBIT D

LIST OF SCHEDULES. SCHEDULE A LIST OF THE UNDERWRITERS SCHEDULE B TIME OF SALE PROSPECTUS SCHEDULE C SUBSIDIARIES SCHEDULE D PARTIES TO LOCK-UP AGREEMENT LIST OF EXHIBITS Schedule 4(a) Subsidiaries EXHIBIT A FORM OF LEGAL OPINION OF COUNSEL FOR THE COMPANY EXHIBIT B FORM OF LOCK-UP AGREEMENT iii Underwriting Agreement July NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date:__________ [TRANSFER AGENT] Re: Tank Sports, 2007 JMP SECURITIES LLC 600 Xxxxxxxxxx Xxxxxx San Francisco, California 94111 As Representative of the several Underwriters Inc. Ladies and Gentlemen: Introductory. BFC Financial CorporationWe are counsel to Tank Sports, Inc., a Florida California corporation (the “"Company”"), proposes and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and (the "Holder") pursuant to which the Company has agreed to issue and sell to the several underwriters named in Schedule A (“List Holder shares of the Underwriters”) attached hereto (collectivelyCompany's common stock, the “Underwriters”) an aggregate of 10,000,000 shares (the “Firm Offered Shares”) of its Class A Common Stock, $.001 par value $0.01 per share (the “"Common Stock”") in accordance with on the terms and conditions set forth in this Underwriting Agreement (the “Investment Agreement”). In additionPursuant to the Investment Agreement, the Company also has granted to entered into a Registration Rights Agreement with the Underwriters an option to purchase up to an additional 1,500,000 shares Holder (the “Optional Offered Shares”"Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock, as provided in Section 2 (“Purchase, Sale, and Delivery of Stock issued or issuable under the Offered Shares”). The Firm Offered Shares and, if and to the extent such option is exercised, the Optional Offered Shares are collectively called the “Offered Shares.” JMP Securities LLC (“JMP”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Company has met all the conditions in order to use Form S-3 for registration Investment Agreement under the Securities Act of 1933, as amendedamended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, and the rules and regulations promulgated thereunder (collectivelyon ___, 2006, the “Securities Act”Company filed a Registration Statement on Form S- ___ (File No. 333- ) and has prepared and filed (the "Registration Statement") with the Securities and Exchange Commission (the “Commission”"SEC") relating to the Registrable Securities which names the Holder as a registration statement on Form S-3 (File Noselling shareholder thereunder. 333-141632), which contains a form of prospectus to be used in In connection with the public offering and sale foregoing, we advise you that [a member of the Offered Shares. Such registration statement, as amended, including all documents incorporated or deemed to be incorporated SEC's staff has advised us by reference therein and financial statements, exhibits, and schedules thereto, in telephone that the form in which it was declared effective by SEC has entered an order declaring the Commission Registration Statement effective][the Registration Statement has become effective] under the Securities 1933 Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness pursuant to Rule 430A has been issued and no proceedings for that purpose are pending before, or Rule 434 threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act, or the Securities Exchange 1933 Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares, is called the “Prospectus.” All references in this Agreement to the Registration Statement. Very truly yours, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Time of Sale Prospectus or the Prospectus shall be deemed to include the filing of any document under the Exchange Act and the rules and regulations of the Commission promulgated thereunder which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be.[Company Counsel] Date:

LIST OF SCHEDULES. SCHEDULE A LIST OF THE UNDERWRITERS SCHEDULE B TIME OF SALE PROSPECTUS SCHEDULE C SUBSIDIARIES SCHEDULE D PARTIES TO LOCK-UP AGREEMENT LIST OF EXHIBITS Schedule 4(a) Subsidiaries NONE EXHIBIT A FORM OF LEGAL OPINION OF COUNSEL FOR THE COMPANY Xxxxxx International, Ltd. INVESTMENT.AGREEMENT.June 2011. EXHIBIT B FORM OF LOCK-UP AGREEMENT iii Underwriting Agreement July NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: XXXXXX INTERNATIONAL, 2007 JMP SECURITIES LLC 600 Xxxxxxxxxx Xxxxxx San Francisco, California 94111 As Representative of the several Underwriters LTD.. Ladies and Gentlemen: Introductory. BFC Financial CorporationWe are counsel to Xxxxxx International, Ltd., a Florida Delaware corporation (the “"Company”"), proposes and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue and sell to the several underwriters named in Schedule A (“List Investor shares of the Underwriters”) attached hereto (collectivelyCompany's common stock, the “Underwriters”) an aggregate of 10,000,000 shares (the “Firm Offered Shares”) of its Class A Common Stock, par ..0001 value $0.01 per share (the “"Common Stock”") in accordance with on the terms and conditions set forth in this Underwriting Agreement (the “Investment Agreement”). In additionPursuant to the Investment Agreement, the Company also has granted to entered into a Registration Rights Agreement with the Underwriters an option to purchase up to an additional 1,500,000 shares Investor (the “Optional Offered Shares”"Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock, as provided in Section 2 (“Purchase, Sale, and Delivery of Stock issued or issuable under the Offered Shares”). The Firm Offered Shares and, if and to the extent such option is exercised, the Optional Offered Shares are collectively called the “Offered Shares.” JMP Securities LLC (“JMP”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Company has met all the conditions in order to use Form S-3 for registration Investment Agreement under the Securities Act of 1933, as amendedamended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, and on _________, 200_ the rules and regulations promulgated thereunder Company filed a Registration Statement on Form S- ___ (collectively, File No. 333-________) (the “Securities Act”"Registration Statement") and has prepared and filed with the Securities and Exchange Commission (the “Commission”"SEC") relating to the Registrable Securities which names the Investor as a registration statement on Form S-3 (File Noselling shareholder thereunder. 333-141632), which contains a form of prospectus to be used in In connection with the public offering and sale foregoing, we advise you that [a member of the Offered Shares. Such registration statement, as amended, including all documents incorporated or deemed to be incorporated SEC's staff has advised us by reference therein and financial statements, exhibits, and schedules thereto, in telephone that the form in which it was declared effective by SEC has entered an order declaring the Commission Registration Statement effective] [the Registration Statement has become effective] under the Securities 1933 Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness pursuant to Rule 430A has been issued and no proceedings for that purpose are pending before, or Rule 434 threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act, or the Securities Exchange 1933 Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares, is called the “Prospectus.” All references in this Agreement to the Registration Statement. Very truly yours, the Rule 462(b) Registration Statement[Company Counsel] Xxxxxx International, a preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)Ltd. INVESTMENT.AGREEMENT.June 2011. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Time of Sale Prospectus or the Prospectus shall be deemed to include the filing of any document under the Exchange Act and the rules and regulations of the Commission promulgated thereunder which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be.EXHIBIT C Date: