Common use of Offerings Clause in Contracts

Offerings. The Representatives shall notify you when the initial public offering of the Securities is to be made and of the initial public offering price or prices, if any. You hereby authorize the Representatives to change the public offering price or prices, the selling concession to Selected Dealers and reallowance to other dealers, and the other terms of sale hereunder and under any agreements with Selected Dealers, by reason of changes in general market conditions or otherwise. The public offering price or prices at any time in effect are hereinafter referred to as the "offering price or prices". If the offering price or prices of Securities are to be determined by Market Pricing, the offering price or prices, the selling concession and the reallowance with respect to such Securities shall refer to such price or prices, selling concession and reallowance as determined by the Representatives from time to time. You agree that any of the Securities released to you for public offering and not reserved by the Representatives for sale to dealers, including any firm also acting as an Underwriter, to be selected by the Representatives (the "Selected Dealers") or to institutions and other retail purchasers shall be promptly reoffered at the offering price or prices, and you will not allow any discount therefrom except as otherwise provided herein. You authorize the Representatives, for your account, to reserve and offer for sale to Selected Dealers such of your Securities as the Representatives may determine. Reservations for sales to Selected Dealers for the accounts of the Underwriters need not be made in proportion to the respective Initial Commitment Percentages of the Underwriters. Any Securities so reserved for your account shall be made as nearly as practicable in the ratio which the amount of your Securities reserved for sale to Selected Dealers bears to the aggregate amount of Securities so reserved for the accounts of all Underwriters, as calculated from day to day. Any such offering to Selected Dealers may be made pursuant to the terms and conditions of Wit Capital Corporation Master Selected Dealer Agreement (copies of which are available from us upon request) or otherwise, as the Representatives may determine. 8 You also authorize the Representatives, for your account, to reserve and offer for sale to institutions and other retail purchasers such of your Securities as the Representatives may determine. Except for any such sale designated by a purchaser to be for the account of a particular Underwriter, such reservations and sales for your account shall be made as nearly as practicable in accordance with your Initial Commitment Percentage, unless you agree to a smaller amount at the request of the Representatives. You authorize the Representatives to make purchases and sales of Securities from or to any Selected Dealer or Underwriter at the offering price or prices less all or any part of the selling concession to Selected Dealers set forth in the Invitation. With the consent of the Representatives, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the offering price or prices less all or any part of such selling concession. Upon the request of the Representatives, you will notify the Representatives of the identity of any dealer to whom you allowed such a discount and any Underwriter or Selected Dealer from whom you received such a discount. If an Offering is subject to the By-Laws, rules and regulations of the NASD, the provisions of this paragraph shall also apply. Selling concessions to Selected Dealers and reallowances to other dealers may be allowed only as consideration for services rendered in distribution to dealers who are actually engaged in the investment banking or securities business, who execute the written agreement prescribed by Section 24(c) of Article III of the Rules of Fair Practice of the NASD and who are either members in good standing of the NASD or are foreign banks, dealers or institutions not eligible for membership in the NASD who agree to make no sales within the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein and to comply with the NASD's Interpretation with Respect to Free-Riding and Withholding in making sales outside the United States of America. In connection with any purchase or sale of any of the Securities wherein a selling concession, discount or other allowance is received or granted, (a) each Underwriter agrees to comply with the provisions of Section 24 of Article III of the NASD's Rules of Fair Practice and (b) in the case of Underwriters that are non-NASD member brokers or dealers in a foreign country, each Underwriter also agrees to comply, as though such Underwriter were an NASD member, with the provisions of Sections 8 and 36 thereof and to comply with Section 25 thereof as that section applies to non-NASD member brokers or dealers in a foreign country. The Representatives shall notify each Underwriter promptly upon the initial release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and institutions and other retail purchasers, including, in the case of a Delayed Delivery Offering, Securities reserved for sale to institutional investors who have entered or will enter into Delayed Delivery Contracts. Securities not so reserved may be sold directly by each Underwriter for its own account in conformity with the terms of offering set forth in the prospectus or offering circular relating to such Offering, except that from time to time the Representatives may add to the Securities reserved for sale to Selected Dealers and institutions and other retail purchasers any Securities retained and not sold by an Underwriter. You agree to notify the Representatives from time to time, upon their request, of the amount of your Securities retained by you for direct sale remaining unsold and, upon request of the Representatives, to deliver to the Representatives for your account, or sell to the Representatives for the account of one or more of the Underwriters, 9 such amount of unsold securities as the Representatives may designate at the offering price less an amount determined by the Representatives not in excess of the selling concession to Selected Dealers. The Representatives may repurchase Securities from all Underwriters or Selected Dealers, for the account of one or more of the Underwriters, at prices determined by the Representatives not in excess of the offering price less the selling concession to Selected Dealers. If all the Securities reserved for offering to Selected Dealers and institutions and other retail purchasers are not sold by the Representatives promptly, any Underwriter may from time to time, with the consent of the Representatives, obtain a release of all or any portion of the Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold or, if sold, have not been paid for at any time prior to the time that the terms of this Agreement cease to apply to the Offering of such Securities may, in the discretion of the Representatives or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes or for sale by such Underwriter, but such Securities shall remain subject to disposition by the Representatives until delivered for sale by such Underwriter or the time that the terms of this Agreement cease to apply to such Offering. To the extent Securities are so delivered for sale by such Underwriter, the amount of Securities then reserved for the account of such Underwriter shall be correspondingly reduced. Securities delivered for carrying purposes only shall be returned to the Representatives upon demand. If the aggregate amount of Securities so reserved at the time that the terms of this Agreement cease to apply to such Offering does not exceed 20% of the aggregate amount of Securities, the Representatives may sell for the accounts of the several Underwriters any such Securities so reserved, at such prices, on such terms and in such manner as the Representatives may determine. In the case of a Delayed Delivery Offering, you authorize the Representatives to make all arrangements for the solicitation of offers to purchase Securities from the seller or sellers pursuant to Delayed Delivery Contracts and you agree that all such arrangements will be made only through the Representatives, either directly or through Underwriters or Selected Dealers. To the extent that the Representatives shall determine, Contract Securities that have been directed by institutions or other retail purchasers to a particular Underwriter or that were contracted for pursuant to arrangements made by a particular Underwriter through the Representatives shall be allocated to such Underwriter and all other Contract Securities shall be allocated to the accounts of the respective Underwriters as nearly as practicable in accordance with their respective Initial Commitment Percentages; provided, however, that the principal amount of Contract Securities so allocated to any Underwriter shall not exceed such Underwriter's Initial Commitment, and any Contract Securities that would otherwise have been allocated to such Underwriter ("Excess Contract Securities") shall be allocated among the other Underwriters in such manner as the Representatives shall, in their discretion, determine to be equitable and practicable. The Representatives may pay a commission to any Selected Dealer for services rendered in respect of Contract Securities.

Offerings. The Representatives shall notify you when the initial public offering of the Securities is to be made and of the initial public offering price or prices, if any. You hereby authorize the Representatives to change the public offering price or prices, the selling concession to Selected Dealers and reallowance to other dealers, and the other terms of sale hereunder and under any agreements with Selected Dealers, by reason of changes in general market conditions or otherwise. The public offering price or prices at any time in effect are hereinafter referred to as the "offering price or prices". If the offering price or prices of Securities are to be determined by Market market Pricing, the offering price or prices, the selling concession and the reallowance with respect to such Securities shall refer to such price or prices, selling concession and reallowance as determined by the Representatives from time to time. You agree that any of the Securities released to you for public offering and not reserved by the Representatives for sale to dealers, including any firm also acting as an Underwriter, to be selected by the Representatives (the "Selected Dealers"') or to institutions and other retail purchasers shall be promptly reoffered at the offering price or prices, and you will not allow any discount therefrom except as otherwise provided herein. You authorize the Representatives, for your account, to reserve and offer for sale to Selected Dealers such of your Securities as the Representatives may determine. Reservations for sales to Selected Dealers for the accounts of the Underwriters need not be made in proportion to the respective Initial Commitment Percentages of the Underwriters. Any Securities so reserved for your account shall be made as nearly as practicable in the ratio which the amount of your Securities reserved for sale to Selected Dealers bears to the aggregate amount of Securities so reserved for the accounts of all Underwriters, as calculated from day to day. Any such offering to Selected Dealers may be made pursuant to the terms and conditions of Wit Capital Corporation the Prudential Securities Incorporated Master Selected Dealer Agreement (copies of which are available from us upon request) or otherwise, as the Representatives may determine. 8 You also authorize the Representatives, for your account, to reserve and offer for sale to institutions and other retail purchasers such of your Securities as the Representatives may determine. Except for any such sale designated by a purchaser to be for the account of a particular Underwriter, such reservations and sales for your account shall be made as nearly as practicable in accordance with your Initial Commitment Percentage, unless you agree to a smaller amount at the request of the Representatives. You authorize the Representatives to make purchases and sales of Securities from or to any Selected Dealer or Underwriter at the offering price or prices less all or any part of the selling concession to Selected Dealers set forth in the Invitation. With the consent of the Representatives, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the offering price or prices less all or any part of such selling concession. Upon the request of the Representatives, you will notify the Representatives of the identity of any dealer to whom you allowed such a discount and any Underwriter or Selected Dealer from form whom you received such a discount. If an Offering is subject to the By-Laws, rules and regulations of the NASD, the provisions of this paragraph shall also apply. Selling concessions to Selected Dealers and reallowances to other dealers may be allowed only as consideration for services rendered in distribution to dealers who are actually engaged in the investment banking or securities business, who execute the written agreement prescribed by Section 24(c) of Article III of the Rules rules of Fair Practice of the NASD and who are either members in good standing of the NASD or are foreign banks, of the NASD and who are either members in good standing of the NASD or are foreign banks, dealers or institutions not eligible for membership in the NASD who agree to make no sales within the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein and to comply with the NASD's Interpretation with Respect to Free-Riding and Withholding in making sales outside the United States of America. In connection with any purchase or sale of any of the Securities wherein a selling concession, discount or other allowance is received or granted, (a) each Underwriter agrees to comply with the provisions of Section 24 of Article III of the NASD's Rules of Fair Practice and (b) in the case of Underwriters that are non-NASD member brokers or dealers in a foreign country, each Underwriter also agrees to comply, as though such Underwriter were an NASD member, with the provisions of Sections 8 and 36 thereof and to comply with Section 25 thereof as that section applies to non-NASD member brokers or dealers in a foreign country. The Representatives shall notify each Underwriter promptly upon the initial release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and institutions and other retail purchasers, including, in the case of a Delayed Delivery Offering, Securities reserved for sale to institutional investors who have entered or will enter into Delayed Delivery Contracts. Securities not so reserved may be sold directly by each Underwriter for its own account in conformity with the terms of offering set forth in the prospectus or offering circular relating to such Offering, except that from time to time the Representatives may add to the Securities reserved for sale to Selected Dealers and institutions and other retail purchasers any Securities retained and not sold by an Underwriter. You agree to notify the Representatives from time to time, upon their request, of the amount of your Securities retained by you for direct sale remaining unsold and, upon request of the Representatives, to deliver to the Representatives for your account, or sell to the Representatives for the account of one or more of the Underwriters, 9 such amount of unsold securities as the Representatives may designate at the offering price less an amount determined by the Representatives not in excess of the selling concession to Selected Dealers. The Representatives may repurchase Securities from all Underwriters or Selected Dealers, for the account of one or more of the Underwriters, at prices determined by the Representatives not in excess of the offering price less the selling concession to Selected Dealers. If all the Securities reserved for offering to Selected Dealers and institutions and other retail purchasers are not sold by the Representatives promptly, any Underwriter may from time to time, with the consent of the Representatives, obtain a release of all or any portion of the Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold or, if sold, have not been paid for at any time prior to the time that the terms of this Agreement cease to apply to the Offering of such Securities may, in the discretion of the Representatives or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes or for sale by such Underwriter, but such Securities shall remain subject to disposition by the Representatives until delivered for sale by such Underwriter or the time that the terms of this Agreement cease to apply to such Offering. To the extent Securities are so delivered for sale by such Underwriter, the amount of Securities then reserved for the account of such Underwriter shall be correspondingly reduced. Securities delivered for carrying purposes only shall be returned to the Representatives upon demand. If the aggregate amount of Securities so reserved at the time that the terms of this Agreement cease to apply to such Offering does not exceed 20% of the aggregate amount of SecuritiesSecurities other than Securities sold by the Representatives on behalf of the Underwriters pursuant to any Inter-Syndicate Agreements, the Representatives may sell for the accounts of the several Underwriters any such Securities so reserved, at such prices, on such terms and in such manner as the Representatives may determine. In the case of a Delayed Delivery Offering, you authorize the Representatives to make all arrangements for the solicitation of offers to purchase Securities from the seller or sellers pursuant to Delayed Delivery Contracts and you agree that all such arrangements will be made only through the Representatives, either directly or through Underwriters or Selected Dealers. To the extent that the Representatives shall determine, Contract Securities that have been directed by institutions or other retail purchasers to a particular Underwriter or that were contracted for pursuant to arrangements made by a particular Underwriter through the Representatives shall be allocated to such Underwriter and all other Contract Securities shall be allocated to the accounts of the respective Underwriters as nearly as practicable in accordance with their respective Initial Commitment Percentages; provided, however, that the principal amount of Contract Securities so allocated to any Underwriter shall not exceed such Underwriter's Initial Commitment, and any Contract Securities that would otherwise have been allocated to such Underwriter ("Excess Contract Securities") shall be allocated among the other Underwriters in such manner as the Representatives shall, in their discretion, determine to be equitable and practicable. The Representatives may pay a commission to any Selected Dealer for services rendered in respect of Contract Securities.

Offerings. The Representatives shall notify you when the initial public offering of the Securities is Subject to be made and of the initial public offering price or prices, if any. You hereby authorize the Representatives to change the public offering price or prices, the selling concession to Selected Dealers and reallowance to other dealers, and the other terms of sale hereunder and under any agreements with Selected Dealers, by reason of changes in general market conditions or otherwise. The public offering price or prices at any time in effect are hereinafter referred to as the "offering price or prices". If the offering price or prices of Securities are to be determined by Market Pricing, the offering price or prices, the selling concession and the reallowance with respect to such Securities shall refer to such price or prices, selling concession and reallowance as determined by the Representatives from time to time. You agree that any of the Securities released to you for public offering and not reserved by the Representatives for sale to dealers, including any firm also acting as an Underwriter, to be selected by the Representatives (the "Selected Dealers") or to institutions and other retail purchasers shall be promptly reoffered at the offering price or prices, and you will not allow any discount therefrom except as otherwise provided herein. You authorize the Representatives, for your account, to reserve and offer for sale to Selected Dealers such of your Securities as the Representatives may determine. Reservations for sales to Selected Dealers for the accounts of the Underwriters need not be made in proportion to the respective Initial Commitment Percentages of the Underwriters. Any Securities so reserved for your account shall be made as nearly as practicable in the ratio which the amount of your Securities reserved for sale to Selected Dealers bears to the aggregate amount of Securities so reserved for the accounts of all Underwriters, as calculated from day to day. Any such offering to Selected Dealers may be made pursuant to the terms and conditions of Wit Capital Corporation Master Selected Dealer Agreement (copies of which are available from us upon request) or otherwise, as the Representatives may determine. 8 You also authorize the Representatives, for your account, to reserve and offer for sale to institutions and other retail purchasers such of your Securities as the Representatives may determine. Except for any such sale designated by a purchaser to be for the account of a particular Underwriter, such reservations and sales for your account shall be made as nearly as practicable in accordance with your Initial Commitment Percentage, unless you agree to a smaller amount at the request of the Representatives. You authorize the Representatives to make purchases and sales of Securities from or to any Selected Dealer or Underwriter at the offering price or prices less all or any part of the selling concession to Selected Dealers set forth in the Invitation. With the consent of the Representatives, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the offering price or prices less all or any part of such selling concession. Upon the request of the Representatives, you will notify the Representatives of the identity of any dealer to whom you allowed such a discount and any Underwriter or Selected Dealer from whom you received such a discount. If an Offering is subject to the By-Laws, rules and regulations of the NASD, the provisions of this paragraph shall also apply. Selling concessions to Selected Dealers and reallowances to other dealers may be allowed only as consideration for services rendered in distribution to dealers who are actually engaged in the investment banking or securities business, who execute the written agreement prescribed by Section 24(c) of Article III of the Rules of Fair Practice of the NASD and who are either members in good standing of the NASD or are foreign banks, dealers or institutions not eligible for membership in the NASD who agree to make no sales within the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein and to comply with the NASD's Interpretation with Respect to Free-Riding and Withholding in making sales outside the United States of America. In connection with any purchase or sale of any of the Securities wherein a selling concession, discount or other allowance is received or granted, (a) each Underwriter agrees to comply with the provisions of Section 24 of Article III 7 hereof, Trident is --------- offering on behalf of the NASD's Rules Company and on a best efforts basis a minimum of Fair Practice 561,000 Shares and a maximum of 759,000 Shares with the possibility of increasing the number of Shares to 872,850, or such lesser amount of Common Stock as the Administrator and the FDIC permit to be offered, in a Subscription Offering and, if necessary, any Shares which remain unsubscribed at the conclusion of the Subscription Offering, in a Community Offering and a Syndicated Community Offering. The Shares are to be initially offered to the public at the price set forth on the cover page of the Prospectus and the first page of this Agreement. (a) Subscriptions shall be offered in the Subscription Offering only during the subscription period by means of Order Forms as described in the Prospectus and may be offered in the Syndicated Community Offering by means of solicitations of indications of interest from customers of Trident or Selected Dealers (as defined in the Prospectus) residing in those states in which the Shares may be qualified for offer and sale. The Bank and the Company shall notify Trident promptly after the expiration of the Subscription Offering of the number of Shares sold in the Subscription Offering and the aggregate number of Shares remaining available to be sold in the Syndicated Community Offering. The Bank and the Company shall provide Trident with any information (which shall be accurate and reliable) necessary to assist Trident in allocating the Shares in the event of an oversubscription. The Bank and the Company, jointly and severally, shall indemnify and hold harmless each of Trident and the Selected Dealers against any losses, claims, damages or liabilities resulting from reliance under any records of depositors, borrowers and other members of the Bank delivered to Trident by the Bank or its agents for use during the Conversion. (b) in the case of Underwriters Trident agrees that are non-NASD member brokers or dealers in a foreign country, each Underwriter also agrees to comply, as though such Underwriter were an NASD member, with the provisions of Sections 8 any Selected Dealer Agreements between Trident and 36 thereof and to comply with Section 25 thereof as that section applies to non-NASD member brokers or dealers in a foreign country. The Representatives shall notify each Underwriter promptly upon the initial release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and institutions and other retail purchasers, including, in will provide that Selected Dealers will solicit indications of interest from their customers to place orders for the case purchase of Shares as of a Delayed Delivery Offering, Securities reserved for sale to institutional investors who have entered or will enter into Delayed Delivery Contracts. Securities not so reserved may be sold directly by each Underwriter for its own account in conformity with certain date (the terms of offering set forth in the prospectus or offering circular relating to such Offering, except that from time to time the Representatives may add to the Securities reserved for sale to Selected Dealers and institutions and other retail purchasers any Securities retained and not sold by an Underwriter. You agree to notify the Representatives from time to time, upon their request, of the amount of your Securities retained by you for direct sale remaining unsold "Order Date") and, upon request by Trident, (i) submit orders to purchase Shares, for which they have previously received indication1s of interest from their customers, (ii) mail confirmations of orders to each subscriber on the Representativesbusiness day following the Order Date, to deliver (iii) debit accounts of such subscribers on the third business day from the Order Date ("Debit Date"), and (iv) forward completed Order Forms together with such funds to the Representatives Company on the next business day following the Debit Date for your account, or sell to the Representatives for the deposit in an account of one or more of the Underwriters, 9 such amount of unsold securities as the Representatives may designate at the offering price less an amount determined established by the Representatives not in excess of the selling concession to Company for each Selected Dealers. The Representatives may repurchase Securities from all Underwriters or Selected Dealers, for the account of one or more of the Underwriters, at prices determined by the Representatives not in excess of the offering price less the selling concession to Selected Dealers. If all the Securities reserved for offering to Selected Dealers and institutions and other retail purchasers are not sold by the Representatives promptly, any Underwriter may from time to time, with the consent of the Representatives, obtain a release of all or any portion of the Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold or, if sold, have not been paid for at any time prior to the time that the terms of this Agreement cease to apply to the Offering of such Securities may, in the discretion of the Representatives or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes or for sale by such Underwriter, but such Securities shall remain subject to disposition by the Representatives until delivered for sale by such Underwriter or the time that the terms of this Agreement cease to apply to such Offering. To the extent Securities are so delivered for sale by such Underwriter, the amount of Securities then reserved for the account of such Underwriter shall be correspondingly reduced. Securities delivered for carrying purposes only shall be returned to the Representatives upon demand. If the aggregate amount of Securities so reserved at the time that the terms of this Agreement cease to apply to such Offering does not exceed 20% of the aggregate amount of Securities, the Representatives may sell for the accounts of the several Underwriters any such Securities so reserved, at such prices, on such terms and in such manner as the Representatives may determine. In the case of a Delayed Delivery Offering, you authorize the Representatives to make all arrangements for the solicitation of offers to purchase Securities from the seller or sellers pursuant to Delayed Delivery Contracts and you agree that all such arrangements will be made only through the Representatives, either directly or through Underwriters or Selected Dealers. To the extent that the Representatives shall determine, Contract Securities that have been directed by institutions or other retail purchasers to a particular Underwriter or that were contracted for pursuant to arrangements made by a particular Underwriter through the Representatives shall be allocated to such Underwriter and all other Contract Securities shall be allocated to the accounts of the respective Underwriters as nearly as practicable in accordance with their respective Initial Commitment Percentages; provided, however, that the principal amount of Contract Securities so allocated to any Underwriter shall not exceed such Underwriter's Initial Commitment, and any Contract Securities that would otherwise have been allocated to such Underwriter ("Excess Contract Securities") shall be allocated among the other Underwriters in such manner as the Representatives shall, in their discretion, determine to be equitable and practicable. The Representatives may pay a commission to any Selected Dealer for services rendered in respect of Contract SecuritiesDealer.

Offerings. The Representatives shall notify you when the initial public offering of the Securities is Subject to be made and of the initial public offering price or prices, if any. You hereby authorize the Representatives to change the public offering price or prices, the selling concession to Selected Dealers and reallowance to other dealers, and the other terms of sale hereunder and under any agreements with Selected Dealers, by reason of changes in general market conditions or otherwise. The public offering price or prices at any time in effect are hereinafter referred to as the "offering price or prices". If the offering price or prices of Securities are to be determined by Market Pricing, the offering price or prices, the selling concession and the reallowance with respect to such Securities shall refer to such price or prices, selling concession and reallowance as determined by the Representatives from time to time. You agree that any of the Securities released to you for public offering and not reserved by the Representatives for sale to dealers, including any firm also acting as an Underwriter, to be selected by the Representatives (the "Selected Dealers") or to institutions and other retail purchasers shall be promptly reoffered at the offering price or prices, and you will not allow any discount therefrom except as otherwise provided herein. You authorize the Representatives, for your account, to reserve and offer for sale to Selected Dealers such of your Securities as the Representatives may determine. Reservations for sales to Selected Dealers for the accounts of the Underwriters need not be made in proportion to the respective Initial Commitment Percentages of the Underwriters. Any Securities so reserved for your account shall be made as nearly as practicable in the ratio which the amount of your Securities reserved for sale to Selected Dealers bears to the aggregate amount of Securities so reserved for the accounts of all Underwriters, as calculated from day to day. Any such offering to Selected Dealers may be made pursuant to the terms and conditions of Wit Capital Corporation Master Selected Dealer Agreement (copies of which are available from us upon request) or otherwise, as the Representatives may determine. 8 You also authorize the Representatives, for your account, to reserve and offer for sale to institutions and other retail purchasers such of your Securities as the Representatives may determine. Except for any such sale designated by a purchaser to be for the account of a particular Underwriter, such reservations and sales for your account shall be made as nearly as practicable in accordance with your Initial Commitment Percentage, unless you agree to a smaller amount at the request of the Representatives. You authorize the Representatives to make purchases and sales of Securities from or to any Selected Dealer or Underwriter at the offering price or prices less all or any part of the selling concession to Selected Dealers set forth in the Invitation. With the consent of the Representatives, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the offering price or prices less all or any part of such selling concession. Upon the request of the Representatives, you will notify the Representatives of the identity of any dealer to whom you allowed such a discount and any Underwriter or Selected Dealer from whom you received such a discount. If an Offering is subject to the By-Laws, rules and regulations of the NASD, the provisions of this paragraph shall also apply. Selling concessions to Selected Dealers and reallowances to other dealers may be allowed only as consideration for services rendered in distribution to dealers who are actually engaged in the investment banking or securities business, who execute the written agreement prescribed by Section 24(c) of Article III of the Rules of Fair Practice of the NASD and who are either members in good standing of the NASD or are foreign banks, dealers or institutions not eligible for membership in the NASD who agree to make no sales within the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein and to comply with the NASD's Interpretation with Respect to Free-Riding and Withholding in making sales outside the United States of America. In connection with any purchase or sale of any of the Securities wherein a selling concession, discount or other allowance is received or granted, (a) each Underwriter agrees to comply with the provisions of Section 24 of Article III 7 hereof, Trident is --------- offering on behalf of the NASD's Rules Company and on a best efforts basis a minimum of Fair Practice 246,500 Shares and a maximum of 333,500 Shares with the possibility of increasing the number of Shares to 383,528, or such lesser amount of Common Stock as the Administrator and the FDIC permit to be offered, in a Subscription Offering and, if necessary, any Shares which remain unsubscribed at the conclusion of the Subscription Offering, in a Community Offering and a Syndicated Community Offering. The Shares are to be initially offered to the public at the price set forth on the cover page of the Prospectus and the first page of this Agreement. (a) Subscriptions shall be offered in the Subscription Offering only during the subscription period by means of Order Forms as described in the Prospectus and may be offered in the Syndicated Community Offering by means of solicitations of indications of interest from customers of Trident or Selected Dealers (as defined in the Prospectus) residing in those states in which the Shares may be qualified for offer and sale. The Bank and the Company shall notify Trident promptly after the expiration of the Subscription Offering of the number of Shares sold in the Subscription Offering and the aggregate number of Shares remaining available to be sold in the Syndicated Community Offering. The Bank and the Company shall provide Trident with any information (which shall be accurate and reliable) necessary to assist Trident in allocating the Shares in the event of an oversubscription. The Bank and the Company, jointly and severally, shall indemnify and hold harmful each of Trident and the Selected Dealers against any losses, claims, damages or liabilities resulting from reliance under any records of depositors, borrowers and other members of the Bank delivered to Trident by the Bank or its agents for use during the Conversion. (b) in the case of Underwriters Trident agrees that are non-NASD member brokers or dealers in a foreign country, each Underwriter also agrees to comply, as though such Underwriter were an NASD member, with the provisions of Sections 8 any Selected Dealer Agreements between Trident and 36 thereof and to comply with Section 25 thereof as that section applies to non-NASD member brokers or dealers in a foreign country. The Representatives shall notify each Underwriter promptly upon the initial release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and institutions and other retail purchasers, including, in will provide that Selected Dealers will solicit indications of interest from their customers to place orders for the case purchase of Shares as of a Delayed Delivery Offering, Securities reserved for sale to institutional investors who have entered or will enter into Delayed Delivery Contracts. Securities not so reserved may be sold directly by each Underwriter for its own account in conformity with certain date (the terms of offering set forth in the prospectus or offering circular relating to such Offering, except that from time to time the Representatives may add to the Securities reserved for sale to Selected Dealers and institutions and other retail purchasers any Securities retained and not sold by an Underwriter. You agree to notify the Representatives from time to time, upon their request, of the amount of your Securities retained by you for direct sale remaining unsold "Order Date") and, upon request by Trident, (i) submit orders to purchase Shares, for which they have previously received indication1s of interest from their customers, (ii) mail confirmations of orders to each subscriber on the Representativesbusiness day following the Order Date, to deliver (iii) debit accounts of such subscribers on the third business day from the Order Date ("Debit Date"), and (iv) forward completed Order Forms together with such funds to the Representatives Company on the next business day following the Debit Date for your account, or sell to the Representatives for the deposit in an account of one or more of the Underwriters, 9 such amount of unsold securities as the Representatives may designate at the offering price less an amount determined established by the Representatives not in excess of the selling concession to Company for each Selected Dealers. The Representatives may repurchase Securities from all Underwriters or Selected Dealers, for the account of one or more of the Underwriters, at prices determined by the Representatives not in excess of the offering price less the selling concession to Selected Dealers. If all the Securities reserved for offering to Selected Dealers and institutions and other retail purchasers are not sold by the Representatives promptly, any Underwriter may from time to time, with the consent of the Representatives, obtain a release of all or any portion of the Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold or, if sold, have not been paid for at any time prior to the time that the terms of this Agreement cease to apply to the Offering of such Securities may, in the discretion of the Representatives or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes or for sale by such Underwriter, but such Securities shall remain subject to disposition by the Representatives until delivered for sale by such Underwriter or the time that the terms of this Agreement cease to apply to such Offering. To the extent Securities are so delivered for sale by such Underwriter, the amount of Securities then reserved for the account of such Underwriter shall be correspondingly reduced. Securities delivered for carrying purposes only shall be returned to the Representatives upon demand. If the aggregate amount of Securities so reserved at the time that the terms of this Agreement cease to apply to such Offering does not exceed 20% of the aggregate amount of Securities, the Representatives may sell for the accounts of the several Underwriters any such Securities so reserved, at such prices, on such terms and in such manner as the Representatives may determine. In the case of a Delayed Delivery Offering, you authorize the Representatives to make all arrangements for the solicitation of offers to purchase Securities from the seller or sellers pursuant to Delayed Delivery Contracts and you agree that all such arrangements will be made only through the Representatives, either directly or through Underwriters or Selected Dealers. To the extent that the Representatives shall determine, Contract Securities that have been directed by institutions or other retail purchasers to a particular Underwriter or that were contracted for pursuant to arrangements made by a particular Underwriter through the Representatives shall be allocated to such Underwriter and all other Contract Securities shall be allocated to the accounts of the respective Underwriters as nearly as practicable in accordance with their respective Initial Commitment Percentages; provided, however, that the principal amount of Contract Securities so allocated to any Underwriter shall not exceed such Underwriter's Initial Commitment, and any Contract Securities that would otherwise have been allocated to such Underwriter ("Excess Contract Securities") shall be allocated among the other Underwriters in such manner as the Representatives shall, in their discretion, determine to be equitable and practicable. The Representatives may pay a commission to any Selected Dealer for services rendered in respect of Contract SecuritiesDealer.

Offerings. The Representatives shall notify you when the initial public offering of the Securities is Subject to be made and of the initial public offering price or prices, if any. You hereby authorize the Representatives to change the public offering price or prices, the selling concession to Selected Dealers and reallowance to other dealers, and the other terms of sale hereunder and under any agreements with Selected Dealers, by reason of changes in general market conditions or otherwise. The public offering price or prices at any time in effect are hereinafter referred to as the "offering price or prices". If the offering price or prices of Securities are to be determined by Market Pricing, the offering price or prices, the selling concession and the reallowance with respect to such Securities shall refer to such price or prices, selling concession and reallowance as determined by the Representatives from time to time. You agree that any of the Securities released to you for public offering and not reserved by the Representatives for sale to dealers, including any firm also acting as an Underwriter, to be selected by the Representatives (the "Selected Dealers") or to institutions and other retail purchasers shall be promptly reoffered at the offering price or prices, and you will not allow any discount therefrom except as otherwise provided herein. You authorize the Representatives, for your account, to reserve and offer for sale to Selected Dealers such of your Securities as the Representatives may determine. Reservations for sales to Selected Dealers for the accounts of the Underwriters need not be made in proportion to the respective Initial Commitment Percentages of the Underwriters. Any Securities so reserved for your account shall be made as nearly as practicable in the ratio which the amount of your Securities reserved for sale to Selected Dealers bears to the aggregate amount of Securities so reserved for the accounts of all Underwriters, as calculated from day to day. Any such offering to Selected Dealers may be made pursuant to the terms and conditions of Wit Capital Corporation Master Selected Dealer Agreement (copies of which are available from us upon request) or otherwise, as the Representatives may determine. 8 You also authorize the Representatives, for your account, to reserve and offer for sale to institutions and other retail purchasers such of your Securities as the Representatives may determine. Except for any such sale designated by a purchaser to be for the account of a particular Underwriter, such reservations and sales for your account shall be made as nearly as practicable in accordance with your Initial Commitment Percentage, unless you agree to a smaller amount at the request of the Representatives. You authorize the Representatives to make purchases and sales of Securities from or to any Selected Dealer or Underwriter at the offering price or prices less all or any part of the selling concession to Selected Dealers set forth in the Invitation. With the consent of the Representatives, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the offering price or prices less all or any part of such selling concession. Upon the request of the Representatives, you will notify the Representatives of the identity of any dealer to whom you allowed such a discount and any Underwriter or Selected Dealer from whom you received such a discount. If an Offering is subject to the By-Laws, rules and regulations of the NASD, the provisions of this paragraph shall also apply. Selling concessions to Selected Dealers and reallowances to other dealers may be allowed only as consideration for services rendered in distribution to dealers who are actually engaged in the investment banking or securities business, who execute the written agreement prescribed by Section 24(c) of Article III of the Rules of Fair Practice of the NASD and who are either members in good standing of the NASD or are foreign banks, dealers or institutions not eligible for membership in the NASD who agree to make no sales within the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein and to comply with the NASD's Interpretation with Respect to Free-Riding and Withholding in making sales outside the United States of America. In connection with any purchase or sale of any of the Securities wherein a selling concession, discount or other allowance is received or granted, (a) each Underwriter agrees to comply with the provisions of Section 24 of Article III 7 hereof, Trident is --------- offering on behalf of the NASD's Rules Company and on a best efforts basis a minimum of Fair Practice 261,800 Shares and a maximum of 354,200 Shares with the possibility of increasing the number of Shares to 407,330, or such lesser amount of Common Stock as the Administrator and the FDIC permit to be offered, in a Subscription Offering and, if necessary, any Shares which remain unsubscribed at the conclusion of the Subscription Offering, in a Community Offering and a Syndicated Community Offering. The Shares are to be initially offered to the public at the price set forth on the cover page of the Prospectus and the first page of this Agreement. (a) Subscriptions shall be offered in the Subscription Offering only during the subscription period by means of Order Forms as described in the Prospectus and may be offered in the Syndicated Community Offering by means of solicitations of indications of interest from customers of Trident or Selected Dealers (as defined in the Prospectus) residing in those states in which the Shares may be qualified for offer and sale. The Bank and the Company shall notify Trident promptly after the expiration of the Subscription Offering of the number of Shares sold in the Subscription Offering and the aggregate number of Shares remaining available to be sold in the Syndicated Community Offering. The Bank and the Company shall provide Trident with any information (which shall be accurate and reliable) necessary to assist Trident in allocating the Shares in the event of an oversubscription. The Bank and the Company, jointly and severally, shall indemnify and hold harmful each of Trident and the Selected Dealers against any losses, claims, damages or liabilities resulting from reliance under any records of depositors, borrowers and other members of the Bank delivered to Trident by the Bank or its agents for use during the Conversion. (b) in the case of Underwriters Trident agrees that are non-NASD member brokers or dealers in a foreign country, each Underwriter also agrees to comply, as though such Underwriter were an NASD member, with the provisions of Sections 8 any Selected Dealer Agreements between Trident and 36 thereof and to comply with Section 25 thereof as that section applies to non-NASD member brokers or dealers in a foreign country. The Representatives shall notify each Underwriter promptly upon the initial release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and institutions and other retail purchasers, including, in will provide that Selected Dealers will solicit indications of interest from their customers to place orders for the case purchase of Shares as of a Delayed Delivery Offering, Securities reserved for sale to institutional investors who have entered or will enter into Delayed Delivery Contracts. Securities not so reserved may be sold directly by each Underwriter for its own account in conformity with certain date (the terms of offering set forth in the prospectus or offering circular relating to such Offering, except that from time to time the Representatives may add to the Securities reserved for sale to Selected Dealers and institutions and other retail purchasers any Securities retained and not sold by an Underwriter. You agree to notify the Representatives from time to time, upon their request, of the amount of your Securities retained by you for direct sale remaining unsold "Order Date") and, upon request by Trident, (i) submit orders to purchase Shares, for which they have previously received indication1s of interest from their customers, (ii) mail confirmations of orders to each subscriber on the Representativesbusiness day following the Order Date, to deliver (iii) debit accounts of such subscribers on the third business day from the Order Date ("Debit Date"), and (iv) forward completed Order Forms together with such funds to the Representatives Company on the next business day following the Debit Date for your account, or sell to the Representatives for the deposit in an account of one or more of the Underwriters, 9 such amount of unsold securities as the Representatives may designate at the offering price less an amount determined established by the Representatives not in excess of the selling concession to Company for each Selected Dealers. The Representatives may repurchase Securities from all Underwriters or Selected Dealers, for the account of one or more of the Underwriters, at prices determined by the Representatives not in excess of the offering price less the selling concession to Selected Dealers. If all the Securities reserved for offering to Selected Dealers and institutions and other retail purchasers are not sold by the Representatives promptly, any Underwriter may from time to time, with the consent of the Representatives, obtain a release of all or any portion of the Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold or, if sold, have not been paid for at any time prior to the time that the terms of this Agreement cease to apply to the Offering of such Securities may, in the discretion of the Representatives or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes or for sale by such Underwriter, but such Securities shall remain subject to disposition by the Representatives until delivered for sale by such Underwriter or the time that the terms of this Agreement cease to apply to such Offering. To the extent Securities are so delivered for sale by such Underwriter, the amount of Securities then reserved for the account of such Underwriter shall be correspondingly reduced. Securities delivered for carrying purposes only shall be returned to the Representatives upon demand. If the aggregate amount of Securities so reserved at the time that the terms of this Agreement cease to apply to such Offering does not exceed 20% of the aggregate amount of Securities, the Representatives may sell for the accounts of the several Underwriters any such Securities so reserved, at such prices, on such terms and in such manner as the Representatives may determine. In the case of a Delayed Delivery Offering, you authorize the Representatives to make all arrangements for the solicitation of offers to purchase Securities from the seller or sellers pursuant to Delayed Delivery Contracts and you agree that all such arrangements will be made only through the Representatives, either directly or through Underwriters or Selected Dealers. To the extent that the Representatives shall determine, Contract Securities that have been directed by institutions or other retail purchasers to a particular Underwriter or that were contracted for pursuant to arrangements made by a particular Underwriter through the Representatives shall be allocated to such Underwriter and all other Contract Securities shall be allocated to the accounts of the respective Underwriters as nearly as practicable in accordance with their respective Initial Commitment Percentages; provided, however, that the principal amount of Contract Securities so allocated to any Underwriter shall not exceed such Underwriter's Initial Commitment, and any Contract Securities that would otherwise have been allocated to such Underwriter ("Excess Contract Securities") shall be allocated among the other Underwriters in such manner as the Representatives shall, in their discretion, determine to be equitable and practicable. The Representatives may pay a commission to any Selected Dealer for services rendered in respect of Contract SecuritiesDealer.

Offerings. The Representatives (i) In the event that a Resale Shelf Registration Statement is effective, any Major Holder shall notify you when have the initial public offering of the Securities is to be made and of the initial public offering price or prices, if any. You hereby authorize the Representatives to change the public offering price or prices, the selling concession to Selected Dealers and reallowance to other dealers, and the other terms of sale hereunder and under any agreements with Selected Dealers, by reason of changes in general market conditions or otherwise. The public offering price or prices right at any time in effect are hereinafter referred to as the "offering price or prices". If the offering price or prices of Securities are to be determined by Market Pricing, the offering price or prices, the selling concession and the reallowance with respect to such Securities shall refer to such price or prices, selling concession and reallowance as determined by the Representatives from time to time. You agree that any of the Securities released to you for public offering and not reserved by the Representatives for sale to dealers, including any firm also acting as an Underwriter, to be selected by the Representatives (the "Selected Dealers") or to institutions and other retail purchasers shall be promptly reoffered at the offering price or prices, and you will not allow any discount therefrom except as otherwise provided herein. You authorize the Representatives, for your account, to reserve and offer for sale to Selected Dealers such of your Securities as the Representatives may determine. Reservations for sales to Selected Dealers for the accounts of the Underwriters need not be made in proportion to the respective Initial Commitment Percentages of the Underwriters. Any Securities so reserved for your account shall be made as nearly as practicable in the ratio which the amount of your Securities reserved for sale to Selected Dealers bears to the aggregate amount of Securities so reserved for the accounts of all Underwriters, as calculated from day to day. Any such offering to Selected Dealers may be made pursuant to the terms and conditions of Wit Capital Corporation Master Selected Dealer Agreement (copies of which are available from us upon request) or otherwise, as the Representatives may determine. 8 You also authorize the Representatives, for your account, to reserve and offer for sale to institutions and other retail purchasers such of your Securities as the Representatives may determine. Except for any such sale designated by a purchaser to be for the account of a particular Underwriter, such reservations and sales for your account shall be made as nearly as practicable in accordance with your Initial Commitment Percentage, unless you agree to a smaller amount at the request of the Representatives. You authorize the Representatives to make purchases and sales of Securities from or to any Selected Dealer or Underwriter at the offering price or prices less all or any part of the selling concession to Selected Dealers set forth in the Invitation. With the consent of the Representatives, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the offering price or prices less all or any part of such selling concession. Upon the request of the Representatives, you will notify the Representatives of the identity of any dealer to whom you allowed such a discount and any Underwriter or Selected Dealer from whom you received such a discount. If an Offering is subject to the By-Laws, rules and regulations of the NASD, the provisions of this paragraph shall also apply. Selling concessions to Selected Dealers and reallowances to other dealers may be allowed only as consideration for services rendered in distribution to dealers who are actually engaged in the investment banking or securities business, who execute the written agreement prescribed by Section 24(c) of Article III of the Rules of Fair Practice of the NASD and who are either members in good standing of the NASD or are foreign banks, dealers or institutions not eligible for membership in the NASD who agree to make no sales within the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein and to comply with the NASD's Interpretation with Respect to Free-Riding and Withholding in making sales outside the United States of America. In connection with any purchase or sale of any of the Securities wherein a selling concession, discount or other allowance is received or granted, (a) each Underwriter agrees to comply with the provisions of Section 24 of Article III of the NASD's Rules of Fair Practice and (b) in the case of Underwriters that are non-NASD member brokers or dealers in a foreign country, each Underwriter also agrees to comply, as though such Underwriter were an NASD member, with the provisions of Sections 8 and 36 thereof and to comply with Section 25 thereof as that section applies to non-NASD member brokers or dealers in a foreign country. The Representatives shall notify each Underwriter promptly upon the initial release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and institutions and other retail purchasers, including, in the case of a Delayed Delivery Offering, Securities reserved for sale to institutional investors who have entered or will enter into Delayed Delivery Contracts. Securities not so reserved may be sold directly by each Underwriter for its own account in conformity with the terms of offering set forth in the prospectus or offering circular relating to such Offering, except that from time to time to elect to sell pursuant to an offering (including any Underwritten Offering or underwritten block trade, but only if the Representatives may add aggregate proceeds expected to be received from the sale of Registrable Securities by such Major Holder and other Holders participating in such offering equals or exceeds $25 million, as determined in good faith by the Company after receiving the Shelf Offering Request (as defined below)) of the Registrable Securities available for sale pursuant to such Resale Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Resale Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses and the Holders whose Registrable Securities are included in such offering shall pay all Selling Expenses in connection therewith. If any offering pursuant to a Resale Shelf Registration Statement is an Underwritten Offering, a majority of Holders participating in such offering (with consent of the Company) shall have the right to select the managing Underwriter or Underwriters to administer any such Underwritten Offering. The Major Holder shall make such election for an offering by delivering to the Company a written request (a “Shelf Offering Request”) for such offering specifying the number of Shelf Registrable Securities reserved that such Major Holder desires to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but no later than three (3) Business Days after receipt of a Shelf Offering Request, the Company shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other Holders of Shelf Registrable Securities (other than Opting-Out Holders). The Company shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to the Company for sale inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to Selected Dealers be disposed of by such Holder) subject to (iii) and institutions Article III within seven (7) days after the receipt of the Shelf Offering Notice. The Company shall as expeditiously as possible, and in any event within twenty (20) days after the receipt of a Shelf Offering Request (unless a longer period is agreed to by the Holder that made the Shelf Offering Request), use its commercially reasonable efforts to facilitate such Shelf Offering. Notwithstanding the foregoing, (i) the Company shall not be obligated to effect more than two (2) Shelf Offerings that are Underwritten Offerings during any 12-month period following the Resale Shelf Effective Date; and (ii) the Company shall not be obligated to effect, or take any action to effect, a Shelf Offering (A) within ninety (90) days following the last date on which a Shelf Offering was effected pursuant to this paragraph (e) or during any lock-up period required by the Underwriters in any prior Underwritten Offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (B) within 20 days of an Underwritten Offering conducted by the Company on its own behalf that has occurred or is scheduled to occur. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other retail purchasers than as a result of disclosure by the Holder in breach of the terms of this Agreement. (ii) Notwithstanding the foregoing, if any Securities retained and not sold by Major Holder wishes to engage in an Underwriter. You agree underwritten block trade off of a Resale Shelf Registration Statement, then notwithstanding the foregoing time periods, such Major Holder only needs to notify the Representatives from time Company of the block trade Shelf Offering five (5) Business Days prior to timethe day such offering is to commence (unless a longer period is agreed to by the Major Holder wishing to engage in the block trade) and the Company shall notify the other Holders of Registrable Securities and such other Holders of Registrable Securities must elect whether or not to participate on the day prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such offering subject to (iii) and Article III (which may close as early as three (3) Business Days after the date it commences); provided that such Major Holder and the other participating Holders shall use commercially reasonable efforts to work with the Company and the Underwriters prior to making such request in order to facilitate preparation of the registration statement, upon prospectus and other offering documentation related to the underwritten block trade. (iii) If a Shelf Offering is an Underwritten Offering (including a block trade) and the managing Underwriters advise the Company in writing that in their requestopinion the number of Registrable Securities requested to be included in such offering exceeds the number of Registrable Securities which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such Underwriters, can be sold, without any such adverse effect, pro rata among all Holders, on the basis of the amount of your Registrable Securities retained owned by you for direct sale remaining unsold and, upon request of the Representatives, to deliver to the Representatives for your account, or sell to the Representatives for the account of one or more of the Underwriters, 9 each such amount of unsold securities as the Representatives may designate at the offering price less an amount determined by the Representatives not in excess of the selling concession to Selected Dealers. The Representatives may repurchase Securities from all Underwriters or Selected Dealers, for the account of one or more of the Underwriters, at prices determined by the Representatives not in excess of the offering price less the selling concession to Selected Dealers. If all the Securities reserved for offering to Selected Dealers and institutions and other retail purchasers are not sold by the Representatives promptly, any Underwriter may from time to time, with the consent of the Representatives, obtain a release of all or any portion of the Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold or, if sold, have not been paid for at any time prior to the time that the terms of this Agreement cease to apply to the Offering of such Securities may, in the discretion of the Representatives or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes or for sale by such Underwriter, but such Securities shall remain subject to disposition by the Representatives until delivered for sale by such Underwriter or the time that the terms of this Agreement cease to apply to such Offering. To the extent Securities are so delivered for sale by such Underwriter, the amount of Securities then reserved for the account of such Underwriter shall be correspondingly reduced. Securities delivered for carrying purposes only shall be returned to the Representatives upon demand. If the aggregate amount of Securities so reserved at the time that the terms of this Agreement cease to apply to such Offering does not exceed 20% of the aggregate amount of Securities, the Representatives may sell for the accounts of the several Underwriters any such Securities so reserved, at such prices, on such terms and in such manner as the Representatives may determine. In the case of a Delayed Delivery Offering, you authorize the Representatives to make all arrangements for the solicitation of offers to purchase Securities from the seller or sellers pursuant to Delayed Delivery Contracts and you agree that all such arrangements will be made only through the Representatives, either directly or through Underwriters or Selected Dealers. To the extent that the Representatives shall determine, Contract Securities that have been directed by institutions or other retail purchasers to a particular Underwriter or that were contracted for pursuant to arrangements made by a particular Underwriter through the Representatives shall be allocated to such Underwriter and all other Contract Securities shall be allocated to the accounts of the respective Underwriters as nearly as practicable in accordance with their respective Initial Commitment Percentages; provided, however, that the principal amount of Contract Securities so allocated to any Underwriter shall not exceed such Underwriter's Initial Commitment, and any Contract Securities that would otherwise have been allocated to such Underwriter ("Excess Contract Securities") shall be allocated among the other Underwriters in such manner as the Representatives shall, in their discretion, determine to be equitable and practicable. The Representatives may pay a commission to any Selected Dealer for services rendered in respect of Contract SecuritiesHolder.