Common use of Purchase and Sale of Shares Clause in Contracts

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue (a) each Selling Shareholder agrees, severally and sell to the Underwriternot jointly, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, at the Per Share Pricea purchase price of $______ per share, the number of Common Firm Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Selling Shareholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company , and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Selling Shareholders hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, Robexx X. Xxxxxxxxxx xxxees to sell to each of the Underwriters, and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter Underwriters agrees, severally and not jointly. , to purchase from Robexx X. Xxxxxxxxxx, xx the purchase price per share set forth in clause (ba) The Company hereby of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. Robexx X. Xxxxxxxxxx xxxeby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional 300,000 Optional Shares, at the Per Share Pricepurchase price per share set forth in clause (a) in the paragraph above plus, if the purchase and sale of any Optional Shares take place after the First Time of Delivery and after the Firm Shares are traded "ex-dividend," an amount equal to the dividend payable on such Optional Shares, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any time (but by written notice from the Representatives to Robexx X. Xxxxxxxxxx, xxven not more than once) twice within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, Representatives but if at any time other in no event earlier than the Closing DateFirst Time of Delivery or, shall not be unless the Representatives and Robexx X. Xxxxxxxxxx xxxerwise agree in writing, earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Representatives elect to purchase all or a portion of the Additional Optional Shares, the Company agrees and Robexx X. Xxxxxxxxxx xxxee to furnish or cause to be furnished to the Underwriter Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon 2.1.1. At the basis of the representations and warranties Closing, and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to issue each holder of Sold Shares shall sell, transfer and sell deliver to the UnderwriterBuyer (or the Buyer’s designee), free and clear of all Liens, and the Underwriter agrees to Buyer (or the Buyer’s designee) shall purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”)each Shareholder, the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth listed opposite the name of such Selling Shareholder on Schedule 2.1. The parties agree that Schedule 2.1 shall be updated by the parties promptly upon the delivery of the Allocation Schedule in accordance with Section 2.5.1 to reflect the applicable number of Sold Shares and Rollover Shares being sold or contributed, as applicable, by each Shareholder. 2.1.2. Concurrently with the execution of this Agreement, the Rollover Stock Participants have entered into the Rollover Stock Agreement, pursuant to which such Rollover Stock Participants will acquire non-voting shares of common stock of HHHH (“HHHH Shares”). The Rollover Stock Agreements provide that (a) effective immediately prior to the Closing, each Rollover Stock Participant will contribute to HHHH the number of Shares to be set forth on Schedule I hereto2.1 opposite the name of such Rollover Stock Participant (collectively, the “Rollover Shares”) which otherwise would be acquired by the Buyer pursuant to this Agreement, and (b) in exchange, HHHH will issue to such Rollover Stock Participant a number of HHHH Shares to be set forth on Schedule 2.1. On or before December 5, 2014, the Rollover Stock Participants shall deliver to the Buyer a schedule setting forth the Rollover Amount (the “Rollover Schedule”). 2.1.3. The Company and each Selling Shareholder agree that Seller hereby irrevocably consent to the sale Rollover, the contribution and exchange with respect to the Rollover Shares, and the consummation of the Firm Shares transactions and form of consideration contemplated by the Rollover Stock Agreements and hereby waive any restrictions on transfer, rights-of-first refusal, participation rights and other rights in connection with the Rollover and the contribution and exchange of the Rollover Shares. 2.1.4. At the Closing, each Option shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter cancelled, and, in consideration therefor, each Optionholder shall have the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or receive a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, Purchase Price as set forth in Section 6 hereof at 2.4. Each Optionholder hereby agrees to the Additional cancellation of such Optionholder’s Option in exchange for a portion of the Purchase Price as set forth in Section 2.4. 2.1.5. The Sellers hereby waive all rights that they may have to receive notice with respect to any Change in Ownership or Fundamental Change (as those terms are defined in the Amended and Restated Certificate of Incorporation of the Company) or to require the redemption or conversion of their shares of Common Stock pursuant to such Amended and Restated Certificate of Incorporation. 2.1.6. Each Seller that is a party to that certain Amended and Restated Stockholders Agreement, dated as of August 3, 2007, by and among the Company, Xxxxx Xxxxxxx Fund VIII, L.P., The Northwestern Mutual Life Insurance Company (both for itself and for its Group Annuity Separate Account), CIT Healthcare LLC, Xxxx X’Xxxxx, Xxxx Xxxxxxx, HCHB Consulting, Inc., AGM Children’s Homecare, Inc., April Anthony, Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxx Xxxxx, and Xxxxxx Xxxxxxxx (the “2007 Stockholders Agreement”) hereby consents to the termination of the 2007 Stockholders Agreement, effective as of the Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of ________ Dollars and ________ Cents ($[ ] _____) per share (the “"Per Share Price”"), the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthAgreement by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the aggregate number of Common Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company , and each Selling Shareholder agree that the sale denominator of which is the aggregate number of ---------- Firm Shares shall to be made to purchased by the Underwriter severally and not jointlyseveral Underwriters hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional 405,000 Optional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from the Representatives to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) and herein is called or, unless the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterRepresentatives otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally and not jointly, and except as provided in Section 3(bSections 2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under ---------- any obligation to purchase any Additional Optional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forthhereof, on the Closing Date, the Company agrees shall issue to issue each Investor whose name and sell to address is set forth on Schedule I hereto (the Underwriter, "Cash Investors") and the Underwriter agrees to each Cash Investor shall purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company shares (as herein defined) set forth opposite its name on Schedule I hereto, for the amount per share in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject cash set forth on Schedule I hereto. (b) Subject to the terms and conditions herein hereof, on the Closing Date the Company shall issue to each Investor whose name and address is set forth, forth on Schedule II hereto (the Selling Shareholders agree to sell to the Underwriter, "Exchange Investors") and the Underwriter agrees to each Exchange Investor shall purchase from the Selling Shareholders, at the Per Share PriceCompany, the number of Common Shares set forth opposite its name on Schedule II hereto, in exchange for the name number of shares of Common Stock, par value $.01 per share ("Target Common Stock"), of Centennial HealthCare Corporation, a Georgia corporation ("Target"), set forth on Schedule II hereto (the "Exchange Shares"). The value per share of such Selling Shareholder in Schedule I hereto. The Company and shares of Target Common Stock transferred by each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter Exchange Investor to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Dateopposite its name on Schedule II hereto. (c) In making this The issuances and sales referred to in Sections 2(a) and 2(b) hereof shall be effected by the Company executing and delivering to each Investor duly executed certificates evidencing the Shares to be subscribed by such Investor, duly registered in such Investor's name against delivery by such Investor to the Company of the consideration set forth opposite such Investor's name on Schedule I or II. Any cash payment shall be made by wire transfer. (d) The closing of the sale (the "Closing") shall take place one business day after the date on which Hilltopper Acquisition Corp. ("Merger Sub"), a wholly owned subsidiary of the Company, shall have accepted for payment the shares of Target Common Stock tendered in the Offer (as defined in the Agreement and Plan of Merger to be entered into after the date hereof by and among the Company, Merger Sub and Target (the "Merger Agreement")), and has deposited with the Underwriter is contracting, except as provided in Section 3(b) hereof, depositary funds sufficient to purchase only the Firm Sharessuch shares of Target Common Stock. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement closing is herein referred to as in your reasonable judgment is advisable and the "Closing Date." (iie) initially to offer On the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional SharesClosing Date, the Company shall pay deliver to each Investor such officers' certificates, good standing certificates and instruments as shall be reasonably requested relating to the Underwriter a financial advisory fee equal transactions contemplated hereby. (f) In order to 1.5% facilitate the contribution of the aggregate public offering price Exchange Shares by the Exchange Investors, each Exchange Investor shall deliver within ten business days of the date hereof one or more certificates representing all Additional of the Exchange Shares purchasedto be contributed by such Exchange Investor to the Company, together with stock powers or other instruments duly endorsed or otherwise sufficient for transfer (the "Exchange Instruments"). The Company shall hold the Exchange Instruments in escrow pending the Closing Date. On the Closing Date, the Company is authorized to present the Exchange Instruments to the transfer agent for Target and instruct the transfer agent to register the Exchange Shares in the name of the Company or its designee. (g) Each Investor agrees for US federal income tax purposes to treat its purchase of Preferred Stock as described herein as a transaction described in Section 351(a) of the Internal Revenue Code of 1986, as amended.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of Eleven Dollars and Fifty Cents ($[ ] 11.50) per share (reflecting a seven percent underwriting discount and a one percent non-accountable expense allowance payable to the “Representatives on behalf of the Underwriters pursuant to Section 6) (the "Per Share Price”"), the number of Firm Company Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthAgreement by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the aggregate number of Common Company Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The , and the denominator of which is the aggregate number of Company and each Selling Shareholder agree that Shares to be purchased by the sale of the Firm Shares shall be made to the Underwriter severally and not jointlyseveral Underwriters hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional Four Hundred Fifty Thousand (450,000) Optional Shares, at the Per Share Price, for the sole purpose of covering over-allotments overallotments in the sale of the Firm Company Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from the Representatives to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriteror, but if at any time other than the Closing Dateunless you otherwise agree in writing, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(bSections 2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Optional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject 1.1 Subject to the terms and conditions herein set forthof this Agreement, the Company agrees to issue Purchaser shall purchase from the Seller and the Seller shall sell to the UnderwriterPurchaser, at the Closing (as hereinafter defined), that number of shares of common stock, $.001 par value, (the "Shares") of NetSat Express, Inc. ("NetSat") set forth opposite its name in Schedule I hereto. 1.2 The closing of the purchase and sale of the Shares (the "Closing") will take place at the offices of Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M. New York time on such date as shall be mutually agreed to by the parties hereto. 1.3 At the Closing, the Seller will deliver to the Purchaser good and valid title to the Shares free and clear of any liens, charges, encumbrances, security interests, options or rights or claims of others with respect thereto, by (i) delivering to the Purchaser certificates for the Shares, duly endorsed in blank or accompanied by the appropriate instruments of assignment duly executed in blank, and (ii) having all requisite stock transfer stamps attached. 1.4 As payment in full of the Underwriter agrees to purchase from the Company, at a purchase price for the Shares, and against delivery of $[ ] per share the certificates evidencing the Shares as aforesaid, the Purchaser shall: (i) issue and deliver to the “Per Share Price”)Seller at the Closing, a certificate representing the number of Firm Shares to be sold by shares (the Company as set forth in the first paragraph "Purchaser Shares") of this Agreement. In additioncommon stock, upon the basis $.001 par value per share, of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Purchaser ("Purchaser Common Shares Stock") set forth opposite the name of such Selling Shareholder the Seller in Schedule I hereto. The Company and each Selling Shareholder agree that hereto under the sale of the Firm heading "Purchaser Shares shall be made Issued at Closing"; (ii) issue to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, Seller at the Per Share PriceClosing a warrant, for the sole purpose of covering over-allotments substantially in the sale of form attached hereto as Exhibit A (the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof"Warrant"), to purchase only the Firm number of shares (the "Warrant Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise ") of Purchaser Common Stock set forth opposite the name of the option with respect to such Shares granted pursuant to Section 3(bSeller in Schedule I hereto under the heading "Warrants Issued at Closing"; and (iii) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% Seller at the Closing by wire transfer the principal amount set forth opposite the name of the aggregate public offering price of all Additional Shares purchasedSeller in Schedule I hereto (the "Cash") under the heading "Cash Paid at Closing."

Purchase and Sale of Shares. (a) Upon Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the basis Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the representations foregoing obligation, each Stockholder hereby severally and warranties not jointly agrees to sell to Sub, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher price per share of Company Common Stock as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the terms following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and conditions herein set forth, Company Preference Stock for payment under the Company agrees Offer or (b) if the Offer has been terminated for failure to issue and sell satisfy the Minimum Condition (as defined in Exhibit A to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”Merger Agreement), (i) all conditions to the number Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Firm Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be sold by purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company as Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions set forth in the first paragraph third sentence of this Agreement. In additionparagraph, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthSub shall, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name no later that three days in advance of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that closing date, specify the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the dateplace, time and place on date (which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery precede the final expiration or termination of the Offer) for the closing of the purchase by Sub of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Stockholder's Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forthforth in this Agreement, (i) the Company hereby agrees to issue and sell to the UnderwriterPurchasers up to an aggregate number of shares of Common Stock (the “First Tranche Shares”) determined by dividing $2,000,000 by the applicable Purchase Price (as defined below); and (ii) each of the Purchasers hereby agrees, severally and not jointly, to purchase from the Company a number of First Tranche Shares equal to the total number of First Tranche Shares (rounded down to the nearest whole share) multiplied by the percentage set forth opposite such Purchaser’s name on Exhibit A hereto. (b) Subject to the terms and conditions set forth in this Agreement including the occurrence of the Second Tranche Milestone Date or the Third Tranche Milestone Date, as applicable (as such terms are defined below and, each, a “Milestone Date”), (i) the Company shall have the right, in its sole discretion, to issue and sell to the Purchasers, following each such date, in two additional tranches, up to an aggregate number of shares of Common Stock determined by dividing, in the case of each tranche, up to $2,000,000 (as determined by the Company in its sole discretion) by the applicable Purchase Price (the “Second Tranche Shares” and the “Third Tranche Shares,” respectively, and together with the Underwriter agrees First Tranche Shares, the “Shares”); and (ii) each of the Purchasers hereby agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] per share if the Company so elects, the Second Tranche Shares or Third Tranche Shares, as the case may be (rounded down to the “Per Share Price”nearest whole share), the number of Firm Shares to be sold multiplied by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares percentage set forth opposite the such Purchaser’s name of such Selling Shareholder in Schedule I on Exhibit A hereto. The Company and each Selling Shareholder agree that If the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.Company

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the UnderwriterUnderwriters that number of Firm Shares set forth opposite the name of the Company in Schedule II annexed hereto, and (ii) each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] _____ per share (the “Per Share Price”)share, the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in each Underwriter on Schedule I annexed hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part up to 120,000 Additional Shares, 180,000 Optional Shares at the Per Share Price, purchase price per share set forth in clause (i) in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Shares. The If the option granted hereby is exercised in whole or in part, then the respective number of Optional Shares to be purchased by each of the Underwriters shall be determined by multiplying the total number of Optional Shares as to which such election shall have been exercised by the Underwriters by a fraction, the numerator of which is the maximum number of Optional Shares such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all Underwriters are entitled to purchase hereunder (with the resulting number to be adjusted by the Underwriters so as to eliminate fractional shares). Any such election to purchase Optional Shares may be exercised at any time (but not more than once) by written notice from the Underwriters to the Selling Shareholder, given within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, Underwriters but if at any time other in no event earlier than the Closing DateFirst Time of Delivery or, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In unless the event the Underwriter elects to purchase all or a portion of the Additional Shares, Underwriters and the Company agrees otherwise agree, to furnish or cause to be furnished to the Underwriter Underwriters the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm SharesSubsequent Time of Delivery. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of After the Registration Statement as in your reasonable judgment is advisable and (ii) initially becomes effective, the several Underwriters intend to offer the Firm Shares upon to the terms public as set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of ______________ Dollars and ______________ Cents ($[ ] _____) per share (the “Per Share Price”), the number of Firm Shares to be sold purchased by the Company such Underwriter as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional _______ Optional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised by written notice from the Representatives to the Company, given at any time (but not more than once) within a period of thirty (30) calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, Representatives but if at any time other in no event earlier than the Closing DateFirst Time of Delivery (as hereinafter defined) or, shall not be unless the Representatives otherwise agree in writing, earlier than two nor (2) or later than ten full (10) business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing DateSubsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(bSections 2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Optional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees and each Selling Shareholder agree, severally and not jointly, to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and each Selling Shareholder, at a purchase price of $[ ] _________ per share (the “Per Share Price”)share, the number of Firm Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Company and the Selling Shareholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and the Selling Shareholders hereunder, and (b) in the first paragraph of this Agreement. In addition, upon the basis of the representations event and warranties and subject to the terms extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company and conditions herein set forth, each of the Selling Shareholders agree to sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling ShareholdersShareholder, at the Per Share Pricepurchase price per share set forth in clause (a) of this Section 2, that portion of the number of Common Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares to be sold by the Company and the Selling Shareholders by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I heretoII hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made Selling Shareholders, as and to the Underwriter extent indicated in Schedule I hereto, severally and not jointly. (b) The Company , hereby grants grant to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional an aggregate of 1,164,000 Optional Shares, at the Per Share Pricepurchase price per share set forth in clause (a) in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may Any such election to purchase Optional Shares shall be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter made in proportion to the Company which sets forth the aggregate maximum number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Optional Shares to be sold by them, each of the Selling Shareholders as set forth in Schedule I hereto. Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Underwriter Company, given from time to time within a financial advisory fee equal to 1.5% period of 30 calendar days after the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.date

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Shares set opposite the name of such Underwriter in Schedule 1 hereto, at a purchase price of $__________ per share, and (ii) in the event and to the extent that the Underwriters shall exercise the option to purchase Optional Shares as provided below, the Company agrees to issue and to sell to each of the Underwriters, and each of the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] _______ per share (the “Per Share Price”)share, that portion of the number of Firm Optional Shares as to which such election shall have been exercised (to be sold adjusted by the Company you so as set forth in the first paragraph to eliminate fractional shares) determined by multiplying such number of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthOptional Shares by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the maximum number of Optional Shares that such Underwriter agrees is entitled to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company hereto and each Selling Shareholder agree that the sale denominator of which is the maximum number of the Firm Optional Shares shall be made that all of the Underwriters are entitled to the Underwriter severally and not jointlypurchase hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its election in whole or in part from time to time up to 120,000 Additional 360,000 Optional Shares, at the Per Share Price, purchase price of $______ per share for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from you to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to be purchased and the date on which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) or, unless you and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterCompany otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this AgreementAt the First Time of Delivery, the Underwriter is contractingCompany shall issue and sell to the Representative and the Representative shall purchase, except at a purchase price of $100.00 and for other good and valuable consideration, the Representative's Warrant, substantially in the form attached hereto as provided in Section 3(b) hereof, Exhibit A. The --------- Representative's Warrant shall be exerciseable for a period of four years commencing one year from the effective date of the Registration Statement at an initial exercise price equal to purchase only $_______ [120% of the initial public offering price of the Firm Shares.] The aggregate number of shares of Common Stock subject to the Representative's Warrant shall equal 175,050. The Underwriter shall not Representative's Warrant will be under any obligation to purchase any Additional Shares prior to an exercise restricted from sale, transfer, assignment or hypothecation for a period of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon 12 months after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition Statement, except to the underwriting discount set forth in the ProspectusRepresentative, the Company and the Selling Shareholders shall pay, in the respective amounts Underwriters or members of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any selling group or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchasedtheir respective officers or partners.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of ___________ dollars and _________ cents ($[ ] ______) per share (the “"Per Share Price”"), the number of Firm Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthAgreement by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the aggregate number of Common Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company , and each Selling Shareholder agree that the sale denominator of which is the aggregate number of Firm Shares shall to be made to purchased by the Underwriter severally and not jointlyseveral Underwriters hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional ______ Optional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Company, given at any time (but not more than once) within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, Representatives but if at any time other in no event earlier than the Closing DateFirst Time of Delivery (as hereinafter defined) or, shall not be unless the Representatives otherwise agree in writing, earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing DateSubsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(bSections 2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Optional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of ________ and __/100 Dollars ($[ ] _____) per share (the “"Per Share Price”"), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the opposite that Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the 's name of such Selling Shareholder in on Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part up to 120,000 Additional 225,000 Option Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter Representative to the Company which sets forth the aggregate number of Additional Option Shares as to which the Underwriter is Underwriters are exercising the option, as well as the date, time and place on which such Additional Option Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, than the Closing Date (as defined below) and herein is called the “Additional "Option Closing Date.” ". The Additional Option Closing Date shall be determined by the UnderwriterRepresentative, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Option Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the Representative certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Option Closing Date. (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(b2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Option Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriteran aggregate of 2,250,000 Firm Shares, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] _______ per share (the “Per Share Price”)share, the number of Firm Shares to be sold by the Company as set forth opposite the name of such Underwriter in the first paragraph of this AgreementSCHEDULE I hereto. In addition, upon the basis of the representations event and warranties and subject to the terms and conditions herein set forthextent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Selling Shareholders agree to issue and sell to each of the UnderwriterUnderwriters the aggregate number of Optional Shares set forth opposite such Selling Shareholder's name in SCHEDULE II hereto, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, at the Per Share Pricepurchase price per share set forth in the immediately preceding sentence, that portion of the number of Common Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Selling Shareholder Underwriter in Schedule SCHEDULE I heretohereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made Shareholders hereby grant to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional Shares, 337,500 Optional Shares at the Per Share Pricepurchase price per share set forth in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written or telegraphic notice from you to the Company and the Selling Shareholders, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) or, unless you and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterSelling Shareholders otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees and the Selling Shareholders agree to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 8 hereof at each Subsequent Time of Delivery (as hereinafter defined). In the Additional Closing Date. (c) In making this Agreementevent you elect to purchase less than all of the 337,500 Optional Shares, the Underwriter is contractingnumber of Optional Shares to be purchased from and sold by each Selling Shareholder shall be, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares nearly as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall paypracticable, in the respective amounts of proportions to which the Firm Shares total shares to be sold by them, each Selling Shareholder bears to the Underwriter a financial advisory fee equal total number of shares to 1.5% of the aggregate public offering price of be sold by all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchasedSelling Shareholders.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of [______] Dollars and [______] Cents ($[ ] [____]) per share (the “Per Share Price”)"PER SHARE PRICE") for an aggregate of at least $20,000,000, the number of Firm Shares to be sold purchased by the Company such Underwriter as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder Underwriter in Schedule SCHEDULE I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its election their election, in whole or in part up part, from time to 120,000 Additional time, the Option Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Option Shares may be exercised by written notice from the Representative to the Company, given at any time (but not more than once) within thirty (30) a period of 60 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Option Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Option Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterRepresentative, but if at any time other in no event earlier than the Closing DateFirst Time of Delivery (as hereinafter defined) or, shall not be unless the Representative otherwise agrees in writing, earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Option Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representative the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 6 7 hereof at the Additional Closing DateSubsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(bSections 2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in SCHEDULE I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Option Shares prior to an exercise of the option with respect to such Option Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of $[ ] _________ per share (the “Per Share Price”)share, the number of Firm Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthby a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the aggregate number of Common Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The , and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter Underwriters agrees, severally and not jointly. , to purchase from the Company, at the purchase price per share set forth in clause (ba) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional 525,000 Optional Shares, at the Per Share Price, purchase price per share set forth in clause (a) in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from the Representatives to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, Representatives but if at any time other in no event earlier than the Closing DateFirst Time of Delivery (as hereinafter defined) or, shall not be unless the Representatives and the Company otherwise agree in writing, earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Representatives elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Shares set opposite the name of such Underwriter in Schedule 1 hereto, at the following purchase prices: (i) with respect to the Firm Shares not purchased by the Company's directors and executive officers, as described in (ii) below, at a purchase price of $9.25 per share, and (ii) with respect to the Firm Shares purchased by the Company's directors and executive officers, but only up to a maximum of 300,000 Firm Shares, at a purchase price of $9.65 per share, (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and to sell to each of the Underwriters, and each of the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] 9.25 per share (the “Per Share Price”)share, that portion of the number of Firm Optional Shares as to which such election shall have been exercised (to be sold adjusted by the Company you so as set forth in the first paragraph to eliminate fractional shares) determined by multiplying such number of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthOptional Shares by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the maximum number of Optional Shares that such Underwriter agrees is entitled to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company hereto and each Selling Shareholder agree that the sale denominator of which is the maximum number of the Firm Optional Shares shall be made that all of the Underwriters are entitled to the Underwriter severally and not jointly. (b) purchase hereunder. The Company hereby grants to the Underwriter Underwriters the right to purchase at its election in whole or in part from time to time up to 120,000 Additional 150,000 Optional Shares, at the Per Share Price, purchase price of $9.25 per share for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from you to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) or, unless you and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterCompany otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon Purchase and Sale of Membership Interests . On the basis of the representations and warranties terms and subject to the terms and conditions herein set forthof this Agreement, the Company Buyer agrees to issue and sell to purchase the UnderwriterMembership Interests from the Seller, and the Underwriter Seller agrees to sell the Membership Interests to Buyer. Consideration for Membership Interests. The aggregate purchase price for the Membership Interests will be $1,500,000, subject to adjustment pursuant to this Section 2.2 (the "Purchase Price"). The Purchase Price will be payable as follows: Pursuant to the terms of an escrow agreement by and among Buyer, Seller and Douglas, Eden Phillips & DeRuyter, X.X., xs xxxxxx xxxxx (thx "Xxxxxx Xxxxt"), dated September 3, 2003 (the "Escrow Agreement - Deposit"), Buyer deposited $30,000 into an account with the Escrow Agent ($30,000 plus any and all interest, dividends or earnings thereon shall be collectively referred to as the "Deposit") An aggregate of $500,000 less the Deposit will be paid at Closing in immediately available funds, paid to the Seller. The delivery of a promissory note payable to the Seller, in the amount of $500,000 which will be substantially in the form of Exhibit B attached to this Agreement (the "Note"). The Note shall bear interest at a rate of 6% per annum and be amortized over 48 months with equal payments of principal and interest due (the "Note Payments"). Buyer shall have the option to defer a certain portion of the Note Payments in the event EBT is less than $125,000 per fiscal quarter during the first two years following Closing ("Target EBT"). The EBT of the Company will be measured monthly during the first quarter following the Closing and quarterly thereafter to determine any potential deferral. The Note Payments may be deferred by a pro rated amount with the numerator being the actual EBT for the measurement period (i.e., month or quarter) and the denominator being the Target EBT for such period. Any deferred portion of the Note Payments shall be paid in the next succeeding quarter to the extent the Company exceeds the Target EBT during such a period and can make up the shortfall from the Companyimmediately preceding quarter. Following the second anniversary of the Closing Date, Buyer will calculate the EBT of the Company during the Measurement Period, as that term is defined herein. In the event there is no Purchase Price Reduction, as defined in 2.2(e)(ii) hereof, any amounts deferred during such two year period shall be paid to Seller within 30 days following completion of the financial statements for the Measurement Period but in no event later than 75 days following the second anniversary of the Closing Date. Any deferred portion not repaid pursuant to (ii) or (iii) above shall be additional payments due in the months following the fourth anniversary of the date of this Agreement and the Note in accordance with the provisions of the Note. Payment of the Note will be secured by a security interest in the assets of the Company pursuant to the terms of a Security Agreement, substantially in the form of Exhibit C hereto (the "Security Agreement") and a pledge of all of the issued and outstanding membership interests of the Company pursuant to the terms of a Pledge Agreement substantially in the form of Exhibit D hereto (the "Pledge Agreement"). Shares of the common stock, par value $.0001 per share, of Buyer (the "Buyer Shares"), having a value of $500,000, will be issued to the Seller. The number of Buyer Shares to be issued to the Seller at a the Closing shall be calculated by dividing (i) 500,000 by (ii) the weighted average trading price (the "Issue Market Price") of Buyer Shares during the ten (10) days in which shares of Buyer were traded immediately prior to the Closing. Buyer shall pay to Seller as additional purchase price an amount equal to the difference between the Loans Held for Resale and outstanding liability, including any accrued interest, up to the Closing Date on the Company's warehouse credit facilities as of $[ ] per share the Closing Date. Buyer Shares and any and all Additional Buyer Shares, as that term is defined herein, shall be held in escrow pursuant to the terms of an escrow agreement substantially in the form of Exhibit E (the “Per Share Price”"Escrow Agreement - Shares") by Allegro Escrow Services, or such other escrow agent as acceptable to the parties hereto (the "Escrow Shares"), until following completion and agreement on the financial statements for the two years on the second anniversary of the Closing Date (the "Measurement Period"). In the event the EBT of the Company during the Measurement Period is less than $1,000,000 then some or all of the Escrow Shares are subject to transfer back to Buyer. In the event that EBT during the Measurement Period is below $1,000,000 then a Purchase Price reduction will occur based on $1,000,000 minus the actual EBT of the Company during the Measurement Period multiplied by three (3) (the "Purchase Price Reduction"). In no event shall the Purchase Price Reduction be greater than $750,000. The Purchase Price Reduction will be prorated between Escrow Shares and the principal amount outstanding under the Note. For purposes of this calculation the value of the Buyer Shares shall remain constant at $500,000. The principal amount of the Promissory Note will be reduced by an amount equal to the Purchase Price Reduction times a fraction the numerator of which is the principal outstanding on the Note on the Second Anniversary of the Closing Date and the denominator being the sum of the numerator plus $500,000 (the "Note Reduction"). Following the Purchase Price Reduction the Note shall be reissued and reamoritized over the remaining term of the Note. In the event that the Note Reduction is greater than the remaining principal due under the Note, the Note will be cancelled and marked paid in full and the remaining Purchase Price Reduction will be applied against the Escrow Shares. Under no circumstance will the Seller have to return a portion or all of the cash purchase price paid at Closing as a result of a Purchase Price Reduction. The number of Escrow Shares that shall be returned to Buyer shall equal the remaining Purchase Price Reduction (but in no event less than 50% of the Purchase Price Reduction) divided by the average issue price for the Escrow Shares. Within forty-five (45) days following the end of the Measurement Period, Buyer shall provide the Seller with financial statements for the Company for the Measurement Period ("Measurement Period Financial Statements"). The Measurement Period Financial Statements shall be produced in the same format and level of detail as the internally generated financial statements for the Company for the period after the Closing. If the EBT of the Company for the Measurement Period is less than $1,000,000 in the aggregate, then Buyer shall simultaneously deliver to the Seller a calculation of the Purchase Price Reduction which will include the number of Firm Escrow Shares to be sold returned to Buyer and the amount by which the Company Note shall be reduced (the "Escrow Share and Note Calculation"). The maximum amount of any Purchase Price Reduction as set forth in the first paragraph of this AgreementEscrow Share and Note Calculation shall be $750,000. In addition, upon the basis The Seller shall have ten (10) business days following receipt of the representations Measurement Period Financial Statements and warranties the Escrow Share and subject Note Calculation to deliver a notice to Buyer objecting to either calculation (an "Objection Notice"). The Objection Notice shall set forth in detail the Seller's grounds for objection. If an Objection Notice is not received by Buyer within such ten (10) day period, the Escrow Share and Note Calculation shall be deemed to have been agreed to by the Seller and the Escrow Agent shall be instructed to deliver instructions to the terms transfer agent for Buyer to cancel the certificate(s) representing the Escrow Shares and, if applicable, issue a new certificate to Escrow Agent on behalf of the Seller in accordance with the Escrow Share and conditions herein set forth, the Selling Shareholders agree to sell Note Calculation. The Escrow Share and Note Calculation shall be rounded to the Underwriternearest whole share. If an Objection Notice is received within such ten (10) day period, and either Buyer or the Underwriter agrees Seller may submit the issues to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder binding arbitration in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised accordance with Section 10.6 hereto at any time (but not more than once) within following thirty (30) days after receipt by Buyer of the date Objection Notice. No distribution of this Agreement, upon notice the Escrow Shares shall be made by the Underwriter Escrow Agent unless such distribution is made in accordance with (A) a written notice executed by Buyer and the Seller instructing the Escrow Agent as to the Company which sets forth distribution of the aggregate Escrow Shares, or (B) a final decision of an arbitrator pursuant to Section 10.6 hereto, or (C) a final non-appealable order of a court of competent jurisdiction. Any decision of an arbitrator or final non-appealable court order referred to in (B) or (C) above, shall be accompanied by an opinion of counsel for the presenting party, satisfactory to the Escrow Agent, to the effect that said decision of the arbitrator or court order, as the case may be, is final and enforceable and is not subject to further appeal. If Buyer issues additional shares of its common stock through an unregistered private placement of securities during the Measurement Period and the issuance price for the Buyer Shares issued at Closing is greater than the issuance price in such placement, then Buyer will issue additional shares to Seller within 30 days following the closing of such private placement in an amount equal to the difference of (A) the number of Additional Buyer Shares as to which issued at Closing minus (B) the Underwriter is exercising number of Buyer Shares issued at Closing times the option, as well as quotient of the date, time and place on which issuance price of such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined private placement divided by the Underwriter, but if issuance price of the Buyer Shares at any time other than the Closing Date, ("Placement Additional Shares"). This additional issuance shall not be earlier applicable to any single private placement of less than two nor later than ten full business days after delivery $75,000 in common stock of such notice to exerciseBuyer ("Individual Exemption") until the aggregate of Individual Exemptions exceeds $250,000. In the event the Underwriter elects to purchase all or closing price of a portion Buyer Share on the two year anniversary of the Closing (or the next trading day thereafter if such day is not a trading day) has declined below the Issue Market Price, Buyer will issue an additional number of Shares (the "Price Additional Shares" and with Placement Additional Shares, collectively the Company agrees to furnish or cause to be furnished "Additional Buyer Shares") to the Underwriter Seller such that, when combined with the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof original Buyer Shares issued at the Additional Closing, the total shares issued to the Seller as a result of the transactions contemplated by this Agreement have a market value of $500,000 as at the second anniversary of the Closing Date. (c) In making this Agreement, subject to any Purchase Price Adjustment required hereunder. Notwithstanding the foregoing, the Underwriter is contracting, except as provided number of Price Additional Buyer Shares shall in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise no event exceed 20% of the option with respect to such original number of Buyer Shares granted issued at Closing. Buyer shall grant Seller certain registration rights pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date terms of the Registration Statement Rights and Voting Agreement attached hereto as in your reasonable judgment Exhibit ___ (the "Voting Agreement"). In the event Seller is advisable not offered the opportunity to register the Buyer Shares during the Measurement Period, Seller shall have the right but not the obligation to compel Buyer to repurchase the Buyer Shares and (ii) initially Additional Shares pursuant to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchasedVoting Agreement.

Purchase and Sale of Shares. (ai) Upon the basis The purchase and sale of the representations Shares under this Section 3.4 (other than Section 3.4(b)(ii)) shall be consummated at a closing the date and warranties time of which shall be selected by the Designated Purchaser, and subject provided in writing to (x) in the terms and conditions herein set forthcase of the MSG Put, MSG or (y) in all other cases, the Company agrees to issue and sell to the UnderwriterAzoff Trust (such party, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (the “Per Share PricePut/Call Seller”), at least seven days prior thereto; provided, that except as set forth in this Section 3.4(d), such date shall not be later than the number later to occur of Firm the 30th day following (x) the date of receipt of the relevant exercise notice, and (y) the final determination of the Selected Fair Value in accordance with Section 3.4(e); provided, further, that if the approval of any governmental authority is imposed by or required under any legal requirement with respect to the consummation of the purchase and sale of the Shares under this Section 3.4, the closing shall be deferred to a date not later than the fifth Business Day following the date the last such approval shall have been obtained or occurred. At such closing, each purchaser shall cause to be paid to the Put/Call Seller the applicable purchase price (such price being referred to as the “Put/Call Purchase Price”) by check or checks or wire transfer of immediately available funds, against delivery by the Put/Call Seller of the certificates evidencing the Shares to be sold by the Company as set forth such seller to such purchaser, together with duly executed forms of assignment sufficient to transfer title thereto to such purchaser (in the first paragraph of this Agreement. In addition, upon the basis of the representations form and warranties and subject substance reasonably satisfactory to the terms Designated Purchaser) assigning such Shares to such purchaser, free and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number clear of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointlyany Encumbrances. (bii) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional SharesAlternatively, at the Per Share Price, for the sole purpose of covering over-allotments in the sale case of the Firm Shares. The option granted hereunder FLMG Holdings, FLMG Holdings may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter in its discretion elect to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase pay all or a portion of the Additional SharesPut/Call Purchase Price payable by FLMG Holdings in freely transferable (either pursuant to a registration statement on Form S-3 or another suitable registration form for the issuance by IAC to the Put/Call Seller, or pursuant to a resale prospectus on Form S-3 or similar form) listed shares of IAC common stock, par value $0.001 per share (the “IAC Common Stock”) with an IAC Common Stock fair market value equal to the Put/Call Purchase Price payable by FLMG Holdings (or, if applicable, the Company agrees to furnish or cause to be furnished to portion of the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making Put/Call Purchase Price payable by FLMG Holdings being paid with shares of IAC Common Stock). For purposes of this Agreement, the Underwriter is contracting“IAC Common Stock fair market value” shall be equal, except as provided in Section 3(b) hereofon the date of the closing, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares average of the last reported sales prices over the ten (10) trading day period ending on the day immediately prior to an exercise the date of the option closing, during regular trading hours, of the IAC Common Stock on The NASDAQ National Market System (“NASDAQ”) (or, if the IAC Common Stock is listed on a national securities exchange, as reported in the principal consolidated transaction reporting system with respect to such Shares granted securities listed on the principal national securities exchange on which the IAC Common Stock is listed or admitted to trading). In the event that any portion of the Put/Call Purchase Price payable by FLMG Holdings is paid in IAC Common Stock pursuant to this Section 3(b3.4(d)(ii) hereof. The Company is advised and the Put/Call Seller’s ability to resell the shares of IAC Common Stock during the ten (10) day period following their delivery pursuant to this Section 3.4(d)(ii) would be limited or restricted in any fashion other than by you that you intend (i) to make a public offering actions of the Firm Shares Put/Call Seller, including as soon after a result of any standstill agreement, blackout period, failure of IAC to be timely in its filings under applicable securities laws or regulations, restrictions imposed by IAC on sales pursuant to any registration statement, cessation of trading in the effective IAC Common Stock or generally, failure of IAC to retain the listing of IAC Common Stock on a national securities exchange, or any similar restriction, then the payment in question shall be in cash rather than in IAC Common Stock. (iii) Alternatively, in the case of MMI and WMG Church, MMI and WMG Church may in their discretion elect to pay all or a portion of the Put/Call Purchase Price payable by MMI or WMG Church in freely transferable (either pursuant to a registration statement on Form S-3 or another suitable registration form for the issuance by WMG Parent to the Put/Call Seller, or pursuant to a resale prospectus on Form S-3 or similar form) listed shares of the common stock of WMG Parent, par value $0.001 per share (the “WMG Common Stock”) with a WMG Common Stock fair market value equal to the Put/Call Purchase Price payable by MMI or WMG Church (or, if applicable, the portion of the Put/Call Purchase Price payable by MMI or WMG Church being paid with shares of WMG Common Stock). For purposes of this Agreement, the “WMG Common Stock fair market value” shall be equal, on the date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by themclosing, to the Underwriter a financial advisory fee equal to 1.5% average of the aggregate public offering price of all Firm Shares purchased last reported sales prices over the ten (10) trading day period ending on the “Financial Advisory Fee”). If you choose day immediately prior to exercise your right to purchase any or all the date of the Additional Sharesclosing, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% during regular trading hours, of the aggregate public offering price WMG Common Stock on The New York Stock Exchange, Inc., as reported in the principal consolidated transaction reporting system with respect to securities listed on such exchange. In the event that any portion of all Additional Shares purchasedthe Put/Call Purchase Price payable by MMI or WMG Church is paid in WMG Common Stock pursuant to this Section 3.4(d)(iii) and the Put/Call Seller’s ability to resell the shares of WMG Common Stock during the ten (10) day period following their delivery pursuant to this Section 3.4(d)(iii) would be limited or restricted in any fashion other than by actions of the Put/Call Seller, including as a result of any standstill agreement, blackout period, failure of WMG Parent to be timely in its filings under applicable securities laws or regulations, restrictions imposed by WMG Parent on sales pursuant to any registration statement, cessation of trading in the WMG Common Stock or generally, failure of WMG Parent to retain the listing of WMG Common Stock on a national securities exchange, or any similar restriction, then the payment in question shall be in cash rather than in WMG Common Stock.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell and each of the Selling Stockholders, severally and not jointly, agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders, at a purchase price of $_________ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a the purchase price of $[ ] per share set forth in clause (the “Per Share Price”)a) of this Section 2, that portion of the number of Firm Optional Shares as to which such election shall have been exercised (to be sold adjusted by the Company you so as set forth in the first paragraph to eliminate fractional shares) determined by multiplying such number of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthOptional Shares by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the maximum number of Optional Shares that such Underwriter agrees is entitled to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company hereto and each Selling Shareholder agree that the sale denominator of which is the maximum number of the Firm Optional Shares shall be made that all of the Underwriters are entitled to the Underwriter severally and not jointlypurchase hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional _______ Optional Shares, at the Per Share Pricepurchase price per share set forth in clause (a) in the paragraph above plus, if the purchase and sale of any Optional Shares takes place after the First Time of Delivery (as hereinafter defined) and after the Firm Shares are traded "ex- dividend," an amount equal to the dividends payable on such Optional Shares, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from you to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this AgreementAgreement (or, upon notice by if such 30th day shall be a Saturday or Sunday or a holiday, on the Underwriter to next business day thereafter when the Company which sets New York Stock Exchange is open for trading) and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, you but if at any time other in no event earlier than the Closing DateFirst Time of Delivery or, shall not be unless you and the Company otherwise agree in writing, earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, The Company and the Underwriter is contracting, except as provided in Section 3(b) hereof, to Selling Stockholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase only price for any Shares does not constitute closing of a purchase and sale of the Firm Shares. The Underwriter shall not be under any obligation Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company and the Selling Stockholders. Furthermore, in the event that the Underwriters wire funds to purchase any Additional Shares the Company and the Selling Stockholders prior to an exercise the completion of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make closing of a public offering purchase of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the ProspectusShares, the Company and the Selling Shareholders shall payStockholders hereby acknowledge that until the Underwriters execute and deliver a receipt for the Shares, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any facsimile or all of the Additional Sharesotherwise, the Company and the Selling Stockholders will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the wire funds are not returned by the Company and the Selling Stockholders to the Underwriters on the same day the wired funds were received by the Company and the Selling Stockholders, the Company and the Selling Stockholders, as the case may be, agree to pay to the Underwriter a financial advisory fee equal to 1.5% Underwriters in respect of each day the aggregate public offering price wire funds are not returned by it, in same-day funds, interest on the amount of all Additional Shares purchasedsuch wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by The Xxxxxxxx-Xxxxxxxx Company, LLC .

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of ______________ Dollars and ______________ Cents ($[ ] _____) per share (the “"Per Share Price”"), the number of Firm Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthAgreement by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the aggregate number of Common Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company , and each Selling Shareholder agree that the sale denominator of which is the aggregate number of Firm Shares shall to be made to purchased by the Underwriter severally and not jointlyseveral Underwriters hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional 180,000 Optional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Company, given at any time (but not more than once) within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, Representatives but if at any time other in no event earlier than the Closing DateFirst Time of Delivery (as hereinafter defined) or, shall not be unless the Representatives otherwise agree in writing, earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing DateSubsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(bSections 2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Optional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] 14.25 per share share, 300,000 Firm Shares, and (b) in the “Per Share Price”)event and to the extent that the Underwriter shall exercise the election to purchase Optional Shares as provided below, the number of Firm Shares Company agrees to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations issue and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling ShareholdersCompany, at the Per Share Pricepurchase price per share set forth in clause (a) of this Section 2, the number of Common Optional Shares set forth opposite the name of as to which such Selling Shareholder in Schedule I heretoelection shall have been exercised. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part from time to time up to 120,000 Additional 45,000 Optional Shares, at the Per Share Price, purchase price per share set forth in clause (a) in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from you to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) or, unless you and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterCompany otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees and each Selling Shareholder agree, severally and not jointly, to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and each Selling Shareholder, at a purchase price of $[ ] 11.10 per share (the “Per Share Price”)share, the number of Firm Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Company and the Selling Shareholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and the Selling Shareholders hereunder, and (b) in the first paragraph of this Agreement. In addition, upon the basis of the representations event and warranties and subject to the terms extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company and conditions herein set forth, each of the Selling Shareholders agree to sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling ShareholdersShareholder, at the Per Share Pricepurchase price per share set forth in clause (a) of this Section 2, that portion of the number of Common Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares to be sold by the Company and the Selling Shareholders by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I heretoII hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made Selling Shareholders, as and to the Underwriter extent indicated in Schedule I hereto, severally and not jointly. (b) The Company , hereby grants grant to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional an aggregate of 600,000 Optional Shares, at the Per Share Pricepurchase price per share set forth in clause (a) in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by each of the Selling Shareholders as set forth in Schedule I hereto. Any such election to purchase Optional Shares may be exercised at any by written notice from the Representatives to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) or, unless the Representatives and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterCompany otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees and each of the Selling Shareholders agree to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all applicable conditions, set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] Dollars and cents ($ ) per share (the “"Per Share Price”"), the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthAgreement by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the aggregate number of Common Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company , and each Selling Shareholder agree that the sale denominator of which is the aggregate number of Firm Shares shall to be made to purchased by the Underwriter severally and not jointlyseveral Underwriters hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional 150,000 Optional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from the Representative to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) and herein is called or, unless the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterRepresentative otherwise agrees in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representative the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(bSections 2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Optional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon Subject to (i) the basis of terms and conditions hereinafter set forth and in reliance on the representations and warranties contained herein, and subject to (ii) the terms Company's receipt of any and conditions herein set forthall necessary consents, authorizations and approvals of the transactions contemplated by this Agreement, the Company hereby agrees to issue and sell to the Underwriter, Stockholder and the Underwriter Stockholder hereby agrees to purchase from the Company, at a on the date hereof 100,000 shares of Class B Common Stock (the "Shares"), which will be evidenced by stock certificate number B8. The aggregate purchase price of paid by the Stockholder for the Shares will be $[ ] per share 100,000 (the “Per Share "Purchase Price”"). On the date hereof (A) the full amount of the Purchase Price will be paid to the Company by delivery of the Stockholder's promissory note to the Company in the aggregate principal amount of the Purchase Price and in the form of Exhibit B hereto (the "Note"), the number of Firm Shares to be sold by (B) the Company as shall deliver to the Stockholder a certificate or certificates representing the Shares (each such certificate to bear the legends set forth in Section 6 hereof) and (C) the first paragraph of this Agreement. In addition, upon Stockholder will deliver to and pledge the basis of Shares to the representations and warranties and subject Company pursuant to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to Note, together with stock powers or other appropriate instruments of assignment thereof duly executed in blank by the Underwriter severally and not jointlyStockholder. (b) The Company hereby grants represents and warrants that, after giving effect to the Underwriter purchase and sale effected hereby, (i) the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale authorized capital of the Firm Shares. The option granted hereunder may be exercised at any time Company consists of (but not more than onceA) within thirty (30) days after 36,485 shares of Series A Preferred Stock, 36,485 shares of which are issued and outstanding on the date hereof, (B) 30,000,000 shares of this AgreementClass A Common Stock, upon notice by no shares of which are issued and outstanding on the Underwriter to date hereof, (C) 10,000,000 shares of Class B Common Stock, 4,300,000 shares of which are issued and outstanding on the Company date hereof, and (D) 10,000,000 shares of Class C Common Stock, 4,300,000 shares of which sets forth are issued and outstanding on the aggregate number of Additional Shares as to which the Underwriter is exercising the optiondate hereof, as well as the date, time and place on which (ii) all such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date outstanding capital stock (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing DateShares) is owned as set forth on Schedule 1 hereto and is validly issued and outstanding, shall not be earlier than two nor later than ten full business days after delivery of such notice fully paid and non-assessable and (iii) there are no commitments for the purchase or sale of, and no options, warrants or other rights to exercise. In the event the Underwriter elects to purchase all subscribe for or a portion purchase, any securities of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, other than as set forth in Section 6 hereof at the Additional Closing Dateon Schedule 1 hereto. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of [ ] Dollars and [ ] cents ($[ ] ]) per share (the “"Per Share Price”"), the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthAgreement by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the aggregate number of Common Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company , and each Selling Shareholder agree that the sale denominator of which is the aggregate number of Firm Shares shall to be made to purchased by the Underwriter severally and not jointlyseveral Underwriters hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional 90,000 Optional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from the Representative to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) and herein is called or, unless the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterRepresentative otherwise agrees in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representative the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(b2(b) and 9 hereof, to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Optional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Shares set opposite the name of such Underwriter in Schedule 1 hereto, at the following purchase prices: (A) with respect to the Firm Shares not purchased by the Company's directors, organizers executive officers and members of the Company's local Advisory Boards, as described in (B) and (C) below, at a purchase price of $9.25 per share, and (B) with respect to the Firm Shares purchased by the Company's directors, organizers and executive officers, at a purchase price of $10.00 per share, and (C) with respect to the Firm Shares purchased by members of the Company's local Advisory Boards (such local advisory board members are listed on Schedule II hereto) at a purchase price of $9.65 per share, (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and to sell to each of the Underwriters, and each of the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] 9.25 per share (the “Per Share Price”)share, that portion of the number of Firm Optional Shares as to which such election shall have been exercised (to be sold adjusted by the Company you so as set forth in the first paragraph to eliminate fractional shares) determined by multiplying such number of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthOptional Shares by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the maximum number of Optional Shares that such Underwriter agrees is entitled to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company hereto and each Selling Shareholder agree that the sale denominator of which is the maximum number of the Firm Optional Shares shall be made that all of the Underwriters are entitled to the Underwriter severally and not jointlypurchase hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional 107,250 Optional Shares, at the Per Share Price, purchase price of $9.25 per share for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.by

Purchase and Sale of Shares. (a) Upon Purchaser and Seller hereby agree that, upon the basis of the representations and warranties terms and subject to the terms and satisfaction or waiver, if permissible, of the conditions herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling ShareholdersArticle VI hereof, at the Per Share PriceClosing, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company Purchaser shall purchase, acquire and each Selling Shareholder agree that the sale accept from Seller, and Seller shall sell, transfer, assign and deliver to Purchaser, all of the Firm Shares, free and clear of all Encumbrances (other than Encumbrances arising under applicable securities Laws), which Shares shall be made to represent one hundred percent (100%) of the Underwriter severally issued and not jointlyoutstanding shares of capital stock of the Company. (b) The Company hereby grants At the Closing, Purchaser shall pay to the Underwriter the right to purchase at its election Seller, in whole or in part up to 120,000 Additional Shares, at the Per Share Price, consideration for the sole purpose of covering over-allotments in the sale purchase of the Firm Shares. The option granted hereunder may Shares pursuant to Section 2.1(a) hereof, an amount in cash equal to $245,005,000 (the "Base Purchase Price”), which Base Purchase Price shall be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter subject to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place adjustment on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon on the terms set forth in Section 2.2(b) hereof; provided, however, that in the Prospectus. You may from time to time increase event that the Closing Date shall not have occurred on or decrease before November 30, 2008 (the public offering price “Adjustment Date”), the Base Purchase Price shall be increased for each day after the initial public offering Adjustment Date through and including the Closing Date by adding thereto an amount equal to such extent as you may determine$54,445.55 per day. In addition The Base Purchase Price, after giving effect to (i) any adjustment made thereto on the Closing Date pursuant to the underwriting discount terms set forth in Section 2.2(b) hereof and (ii) any additional amount payable thereon pursuant to the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts terms of the Firm Shares immediately preceding proviso, is referred to herein as the “Closing Date Purchase Price.” The Closing Date Purchase Price shall be sold paid to Seller by them, Purchaser by wire transfer of immediately available funds to such account or accounts of Seller as is set forth in a writing delivered to Purchaser from Seller at least one (1) Business Day prior to the Underwriter a financial advisory fee equal Closing Date. The parties acknowledge and agree that the Closing Date Purchase Price shall be subject to 1.5% of further adjustment following the aggregate public offering price of all Firm Shares purchased Closing Date pursuant to the terms set forth in Section 2.2(f) hereof (the Closing Date Purchase Price, as further adjusted following the Closing Date pursuant to the terms set forth in Section 2.2(f) hereof, is referred to herein as the “Financial Advisory FeeFinal Purchase Price”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell the Shares to the Underwriter, Purchaser on the Closing Date (as herein defined) at a per share purchase price equal to $____ (the "Per Share Purchase Price," and the Underwriter agrees to purchase from the Company, at a aggregate purchase price of $[ ] per share (all of the “Per Share Shares being referred to herein as the "Purchase Price”), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition") and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthforth herein, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter Purchaser agrees to purchase the Shares from the Selling ShareholdersCompany on the Closing Date at the Purchase Price. Notwithstanding the foregoing, at in the event that the Company sells any shares (or securities that may be converted into or exchanged for shares) of Common Stock in an original issuance (not shares traded on the Nasdaq National Market in the aftermarket) for less per share than the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised Purchase Price at any time (but not more than once) within thirty (30) days after during the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place sixty day period commencing on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice except for shares issued pursuant to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Sharesstock options), the Company agrees to furnish or cause to be furnished to shall have the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of promptly notify and pay the option with respect to such Shares granted pursuant to Section 3(bPurchaser: (x) hereof. The Company is advised by you that you intend the aggregate difference between (i) to make a public offering the Per Share Price of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially the per share price of such additional shares of the Company's Common Stock (or securities that may be converted into or exchanged for shares of Common Stock) so sold, multiplied by (y) the number of Shares purchased hereunder, payable, at the Company's option, in either cash or additional shares of the Company's Common Stock. If the Company elects to offer the Firm Shares upon the terms set forth pay in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the ProspectusCommon Stock, the Company and Common Stock shall be valued at the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, at which the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% sells any such shares (or securities that may be converted into or exchanged for shares) of the aggregate public offering price Common Stock and will be payable within five (5) days of all Additional Shares purchasedsuch other sale.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of $[ ] _____ per share (the “Per Share Price”)share, the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthby a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the aggregate number of Common Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto, and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters and the Selling Shareholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Shareholder, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares to be sold by the Company and the Selling Shareholder as set forth opposite their respective names in Schedule II hereto as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company and each the Selling Shareholder agree that the sale of the Firm Shares shall be made hereby grant to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase purchase, at its the Underwriters' election in whole or in part at the First Time of Delivery (as hereinafter defined) and/or one time thereafter, up to 120,000 Additional a total of 135,000 and 135,000 Optional Shares, respectively, at the Per Share Pricepurchase price per share set forth in clause (a) in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any time (but not more than once) by written notice from you to the Company and the Selling Shareholder, given within thirty (30) two business days after the date of this Agreement, upon notice by Agreement with respect to any Optional Shares to be purchased at the Underwriter First Time of Delivery and within a period of 30 calendar days after the date of this Agreement with respect to any Optional Shares to be purchased other than at the Company which sets First Time of Delivery and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day ofDelivery or, but may not be earlier thanunless you, the Closing Date (as defined below) Company and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterSelling Shareholder otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees and the Selling Shareholder agree to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of [ ] Dollars ($[ ] ]) per share (the “"Per Share Price”"), the number of Firm Shares (to be adjusted by the Representative so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthAgreement by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the aggregate number of Common Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company , and each Selling Shareholder agree that the sale denominator of which is the aggregate number of Firm Shares shall to be made to purchased by the Underwriter severally and not jointlyseveral Underwriters hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its election in whole or in part up to 120,000 Additional 135,000 Option Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter Representative to the Company which sets forth the aggregate number of Additional Option Shares as to which the Underwriter is Underwriters are exercising the option, as well as the date, time and place on which such Additional Option Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, than the Closing Date (as defined below) and herein is called the “Additional "Option Closing Date.” ". The Additional Option Closing Date shall be determined by the UnderwriterRepresentative, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Option Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representative the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Option Closing Date. (c) In making this Agreement, the each Underwriter is contractingcontacting severally, and not jointly, and except as provided in Section 3(b2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Option Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon Subject to (i) the basis of terms and conditions hereinafter set forth and in reliance on the representations and warranties contained herein, and subject to (ii) the terms Company's receipt of any and conditions herein set forthall necessary consents, authorizations and approvals of the transactions contemplated Agreement, the Company hereby agrees to issue and sell to the Underwriter, Stockholder and the Underwriter Stockholder hereby agrees to purchase from the Company, at a on the date hereof 150,000 shares of Class B Common Stock (the "Purchased Shares"), which will be evidenced by stock certificate number ___. The aggregate purchase price of paid by the Stockholder for the Shares will be $[ ] per share 150,000 (the “Per Share "Purchase Price”"). On the date hereof (A) the full amount of the Purchase Price will be paid to the Company by delivery of the Stockholder's promissory note to the Company in the aggregate principal amount of the Purchase Price and in the form of Exhibit B hereto (the "Note"), the number of Firm Shares to be sold by (B) the Company as shall deliver to the Stockholder a certificate or certificate representing the Purchased Shares (each such certificates to bear the legends set forth in Section 6 hereof) and (C) the first paragraph of this Agreement. In addition, upon Stockholder will deliver to and pledge the basis of Purchased Shares to the representations and warranties and subject Company pursuant to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to Note, together with stock powers or other appropriate instruments of assignment thereof duly executed in blank by the Underwriter severally and not jointly.Stockholder. February 11, 2004 5 (b) The Company hereby grants represents and warrants that, after giving effect to the Underwriter purchase and sale effected hereby, (i) the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale authorized capital of the Firm Shares. The option granted hereunder may be exercised at any time Company consists of (but not more than onceA) within thirty (30) days after 36,485 shares of Series A Preferred Stock, 36,485 shares of which are issued and outstanding on the date hereof, (B) 30,000,000 shares of this AgreementClass A Common Stock, upon notice by no shares of which are issued and outstanding on the Underwriter to date hereof, (C) 10,000,000 shares of Class B Common Stock, 4,600,000 shares of which are issued and outstanding on the Company date hereof, and (D) 10,000,000 shares of Class C Common Stocks, 4,300,000 shares of which sets forth are issued and outstanding on the aggregate number of Additional Shares as to which the Underwriter is exercising the optiondate hereof, as well as the date, time and place on which (ii) all such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date outstanding capital stock (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing DateShares) is owned as set forth on Schedule 1 hereto and is validly issued and outstanding, shall not be earlier than two nor later than ten full business days after delivery of such notice fully paid and non-assessable and (iii) there are no commitments for the purchase or sale of, and no options, warrants or other rights to exercise. In the event the Underwriter elects to purchase all or a portion subscribe for any purchase, any securities of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, other than as set forth in Section 6 hereof at the Additional Closing Dateon Schedule 1 hereto. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company (a) each Selling Shareholder severally and not jointly agrees to issue and sell in the respective amounts set forth in Schedule I hereto the Firm Shares to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Companyeach Selling Shareholder, at a purchase price of $[ ] 5.65 per share (the “Per Share Price”)share, the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Underwriter in Schedule II hereto, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, certain of the Selling Shareholder Shareholders, severally and not jointly, agree to sell in the respective amounts set forth in Schedule I hereto the Optional Shares to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from such Selling Shareholders, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule II hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. Certain of the Selling Shareholders, as and to the extent indicated in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter , severally and not jointly. (b) The Company jointly hereby grants grant to the Underwriter Underwriters the right to purchase at its your election in whole or in part from time to time up to 120,000 Additional 630,000 Optional Shares, at the Per Share Pricepurchase price per share set forth in clause (a) in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder In the event that you elect to purchase less than all of the Optional Shares, such purchase shall be made pro rata from such Selling Shareholders according to the total number of Optional Shares subject to purchase from them. Any such election to purchase Optional Shares may be exercised at any by written notice from you to the Company and the Attorneys-in-Fact, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day ofDelivery (as hereinafter defined) or, but may not be earlier thanunless you, the Closing Date (as defined below) Company and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterAttorneys-in-Fact otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees and the Selling Shareholders severally and not jointly agree to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. 2.1. Issuance of Shares ------------------ (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forthforth in this Agreement and to the conditions set forth herein, and in reliance upon the Company's and the Investors' representations set forth below, on the Closing Date, the Company agrees to issue and shall sell to the UnderwriterInvestors, and the Underwriter agrees to Investors shall purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”), the number of Firm shares of Common Stock at the Share Purchase Price set forth opposite each Investor's respective name on Schedule 2.1 (such shares shall be collectively referred to herein as the "Shares"). The sale and purchase of the Shares to shall be sold effected on the Closing Date by the Company as set forth executing and delivering to each Investor, duly registered in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite such Investor's name or in the name of its nominee or other designee designated in writing to the Company at least one day prior to the Closing Date, a duly executed stock certificate evidencing the Shares being purchased by it, against delivery by such Selling Shareholder in Schedule I hereto. The Investor to the Company and each Selling Shareholder agree that the sale of the Firm Shares Share Purchase Price, by wire transfer of immediately available funds to such account as the Company shall be made to the Underwriter severally and not jointlydesignate in writing. (b) The Company hereby grants to Notwithstanding Section 2.1(a), the Underwriter Company, in its sole discretion, shall have the right to purchase at its election in whole or in part up to 120,000 offer Shares (the "Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but ") to not more than oncethree (3) within thirty institutional investors (30the "Institutional Investors") days after each Owning more than 5% of the Common Stock (as determined by reference to the most recent filings made prior to the date of this Agreement, upon notice hereof by the Underwriter to Institutional Investor with the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted SEC pursuant to Section 3(b13(d) hereof. under the Exchange Act and the rules promulgated thereunder), subject to the following: (1) The Company is advised by you that you intend (i) terms on which the Additional Shares may be offered and sold to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially Institutional Investors shall be substantially identical to offer the Firm Shares upon the terms set forth in the Prospectus. You securities purchase agreement attached hereto as Exhibit A (the "Additional Shares Purchase Agreement"). (2) The price at which each Additional Share may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition be sold to the underwriting discount set forth Institutional Investors shall equal $7.00. (3) Not more than an aggregate of 4,142,857 Additional Shares may be sold to the Institutional Investors, and no Institutional Investor shall acquire more than the number of shares representing such Institutional Investor's pro rata interest of the total Shares proposed to be sold hereunder (based on the Institutional Investor's ownership interest in the ProspectusCompany), as determined by the Company. (4) In the event any Institutional Investor executes an Additional Shares Purchase Agreement, the Company and the Selling Shareholders shall pay, in the respective amounts number of the Firm Shares to be sold purchased by themeach Investor hereunder shall be reduced, on a share for share basis, as more specifically set forth on Schedule 2.1. (5) The Company's right to offer or sell Additional Shares to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”)Institutional Investors shall expire at 5:00 pm, New York time, on March 23, 2004. If you choose to exercise your right No agreement to purchase any or all shares of Common Stock after such time shall reduce the Additional Shares, Shares to be purchased by the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchasedInvestors hereunder.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, : (a) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] 12.4875 per share (the “Per Share Price”)share, the number of Firm Shares to be sold by set opposite the name of such Underwriter in Schedule I hereto; (b) the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis agrees to issue and sell to each of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from the Selling ShareholdersCompany, at the Per Share Pricea purchase price of $12.69 per share, the number of Common Standby Shares set opposite the name of such Underwriter in Schedule I hereto; and (c) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and to sell to each of the Underwriters, and each of the Underwriters agree, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company hereto and each Selling Shareholder agree that the sale denominator of which is the maximum number of the Firm Optional Shares that all of the Underwriters are entitled to purchase hereunder. In addition, the Company shall be made to pay the Underwriter severally and not jointly. Representative a standby underwriting fee in the amount of Sixty-Two Thousand Seven Hundred Seventy-Five Dollars (b) $62,775). The Company hereby grants to the Underwriter Underwriters the right to purchase at its election in whole or in part from time to time up to 120,000 Additional 111,000 Optional Shares, at the Per Share Price, purchase price per share set forth in clause (a) in the paragraph above for the sole purpose of covering over-allotments in the sale of Firm Shares and the Firm Standby Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from you to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) or, unless you and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterCompany otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and of this Agreement each Seller shall sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company set out opposite his or its name on Exhibit A-I or A-II (as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, ------------------- appropriate) and the Underwriter agrees to Purchaser shall purchase such Shares, free from the Selling Shareholdersany mortgage, at the Per Share Pricecharge, the number pledge, lien, option, restriction or other security interest of Common Shares set forth opposite the name any kind, any option or right of such Selling Shareholder in Schedule I heretofirst refusal, preemption, forfeiture or call, any other right exercisable by a third party, or any other encumbrance (including encumbrances imposed and rights conferred by or under any enactment) (collectively, "Encumbrances"). The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to sold with the Underwriter severally and not jointlybenefit of ------------ all rights which attached thereto at, or which have or will become attached thereto after, the Balance Sheet Date (as defined below). (b) The Company Each Seller hereby grants to severally covenants with the Underwriter Purchaser that such Seller (i) is the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale legal owner of the Firm Shares. The option granted hereunder may be exercised number of Shares set out opposite his or its respective name on Exhibit A-I or A-II (as appropriate)(ii) has full right, ------- --- ---- power and title to sell such Shares free from all Encumbrances and (iii) will at any time (but not more than once) within thirty (30) days his or its own cost and as soon as practicable after the date of this Agreement, upon notice Closing do everything required by the Underwriter Purchaser to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the optiontransfer to, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier thanvest in, the Closing Date Purchaser (as defined belowor its nominee) the beneficial and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery legal ownership of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making Except as specifically provided herein, the provisions of part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 shall not apply to this Agreement, . (d) Any provisions contained in this Agreement which limit or restrict the Underwriter is contracting, except as provided in remedies of the Purchaser hereunder (including Section 3(b5.02 hereof) hereof, shall not apply to purchase only the Firm Shares. Sections 1.01(a) and (b) above. (e) The Underwriter Purchaser shall not be under obligated to complete the purchase of any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering hereunder unless the sale of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares is completed simultaneously. (f) Each Seller hereby irrevocably waives any and all rights of preemption, first offer and first refusal and all similar rights, if any, that such Seller may have pursuant to the Company's Memorandum or Articles of Association or pursuant to applicable laws or pursuant to any other agreement (oral or written) relating to the Shares, so as to enable the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% consummation of the aggregate public offering price of all Additional Shares purchasedtransactions contemplated hereby.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] 20.93 per share (the “Per Share Price”)share, the number of Firm Shares set opposite the name of such Underwriter in Schedule I hereto, and (b) in the event and to be sold by the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations agrees to issue and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from the Selling ShareholdersCompany, at the Per Share Pricepurchase price per share set forth in clause (a) of this Section 2, that portion of the number of Common Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company hereto and each Selling Shareholder agree that the sale denominator of which is the maximum number of the Firm Optional Shares shall be made that all of the Underwriters are entitled to the Underwriter severally and not jointly. (b) purchase hereunder. The Company hereby grants to the Underwriter Underwriters the right to purchase at its election in whole or in part from time to time up to 120,000 Additional 117,000 Optional Shares, at the Per Share Price, purchase price per share set forth in clause (a) in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from you to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) or, unless you and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterCompany otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] ______ per share, the Firm Shares and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Selling Shareholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, at the purchase price per share set forth in clause (the “Per Share Price”)a) of this Section 2, that portion of the number of Firm Optional Shares as to which such election shall have been exercised (to be sold adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the Company numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the first paragraph denominator of this Agreement. In addition, upon which is the basis maximum number of the representations and warranties and subject Optional Shares that all of the Underwriters are entitled to purchase hereunder. Subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell hereby grant to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional 600,000 Optional Shares, at the Per Share Pricepurchase price per share set forth in clause (a) in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from you to the Company and the Selling Shareholders, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, as determined by you, but may not be in no event earlier than, than the Closing Date First Time of Delivery (as defined belowhereinafter defined) or, unless you and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterCompany otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercise(I.E. on a "T+3" basis in accordance with the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act")). In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Date. each Subsequent Time of Delivery (c) In making this Agreementas hereinafter defined). Any purchase of some, the Underwriter is contractingbut not all, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Optional Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering shall be made from each of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares Selling Shareholder on a pro rata basis, based upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts maximum number of the Firm Optional Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchasedeach Selling Shareholder as set forth on Schedule II.

Purchase and Sale of Shares. (a) Upon On the basis of the representations and warranties and on the terms and subject to the terms and conditions herein set forth, each of the Company agrees to issue and sell to the Underwriter, and the Underwriter Underwriters agrees to purchase from the Company, severally and not jointly, and on the terms and subject to the conditions herein set forth the Company agrees to sell to each of the Underwriters, severally and jointly, the number of shares of Firm Shares set forth opposite its name in Schedule I hereof at a purchase price of $[ ] $ per share (the “Per Share "Purchase Price”"). It is expected that the Company will enter into an underwriting agreement (the "Selling Stockholder Underwriting Agreement") among Morgxx Xxxnxxx & Xo. Incorporated (the "Selling Stockholder Underwriter"), Morgxx Xxxnxxx & Xo. Incorporated, as selling stockholder (the number of Firm Shares to be sold "Selling Stockholder"), and the Company, in connection with the purchase by the Selling Stockholder Underwriter from the Selling Stockholder of shares of Common Stock. It is understood that pursuant to the Selling Stockholder Underwriting Agreement, the Selling Stockholder Underwriter will be granted an option to purchase an additional shares of Common Stock to cover over-allotments. If the Selling Stockholder Underwriting Agreement is not executed, the Company as set forth in the first paragraph of this Agreement. In additionagrees to, upon on the basis of the representations and warranties contained in this Agreement, and subject to the its terms and conditions herein set forthconditions, the Selling Shareholders agree to sell to the UnderwriterUnderwriters, and the Underwriter agrees Underwriters shall have a right to purchase from the Selling Shareholdersin one or more instances, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The , up to Additional Shares at the Purchase Price. 5 5 If the Selling Stockholder Underwriting Agreement is executed and grants the Selling Stockholder Underwriter an option to purchase additional shares of Common Stock to cover over-allotments, the Company hereby grants agrees to, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, sell to the Underwriter Underwriters, and the Underwriters shall have a right to purchase at its election in whole one or in part more instances, severally and not jointly, up to 120,000 the number of shares of Common Stock obtained by subtracting the number of shares with respect to which the Selling Stockholder Underwriter exercised its option under the Selling Stockholder Underwriting Agreement from the number of shares subject to such option. If the Selling Stockholder Underwriting Agreement is executed and does not grant the Selling Stockholder Underwriter an option to purchase additional shares of Common Stock to cover over-allotments, the Company agrees to, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, sell to the Underwriters, and the Underwriters shall have a right to purchase in one or more instances, severally and not jointly, up to Additional Shares, Shares at the Per Share Purchase Price. If the Representatives, for the sole purpose of covering over-allotments in the sale on behalf of the Firm Shares. The option granted hereunder may be exercised at Underwriters, elect to exercise any time (but of these options, the Representatives shall so notify the Company in writing not more later than once) within thirty (30) 30 days after the date of this Agreement, upon which notice by shall specify the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which be purchased by the Underwriter is exercising Underwriters and the option, as well as the date, time and place date on which such Additional Shares shares are to be deliveredpurchased. Such time of delivery date may be the day of, but may not be earlier than, same as the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other not earlier than the Closing Date, shall not be earlier than two Date nor later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to Shares may be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except purchased as provided in Section 3(b) hereof, to purchase only 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriter shall not be under any obligation to purchase If any Additional Shares prior are to an exercise be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The terms of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares are as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of [ ] and /100 Dollars ($[ ] ]) per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the opposite that Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the ’s name of such Selling Shareholder in on Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part up to 120,000 Additional 187,500 Option Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter Representative to the Company which sets forth the aggregate number of Additional Option Shares as to which the Underwriter is Underwriters are exercising the option, as well as the date, time and place on which such Additional Option Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, than the Closing Date (as defined below) and herein is called the “Additional Option Closing Date.” ”. The Additional Option Closing Date shall be determined by the UnderwriterRepresentative, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Option Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the Representative certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Option Closing Date. (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(b2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Option Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations Subject to and warranties and subject to upon the terms and conditions herein set forthforth in this Agreement, the Company agrees to NAEC will issue and sell to the UnderwriterYork, and the Underwriter agrees to York will purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling ShareholdersNAEC, at the Per Share PriceClosing hereunder, the number 85 authorized but unissued shares of Common Shares set forth opposite the name common stock, no par value, of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional SharesNAEC, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5representing 85% of the aggregate public offering price outstanding shares of NAEC (such shares, the "Sold Stock"). The Sold Stock shall be validly issued, fully paid and non-assessable, and shall be conveyed free and clear of all Firm Shares purchased liens, liabilities, obligations and encumbrances of any kind or nature whatsoever. YORK ACKNOWLEDGES THAT THE SOLD STOCK TO BE RECEIVED BY IT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER FEDERAL OR STATE SECURITIES LAWS, MAY NOT BE SOLD ABSENT SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF, AND THAT THE CERTIFICATES FOR THE SOLD STOCK WILL BEAR A RESTRICTIVE LEGEND EVIDENCING SUCH LACK OF TRANSFERABILITY. YORK REPRESENTS AND WARRANTS TO NAEC THAT (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional SharesI) IT IS ACQUIRING THE SOLD STOCK FOR INVESTMENT PURPOSES AND WITH NO PRESENT INTENT OF SELLING SUCH SHARES IN VIOLATION OF ANY FEDERAL OR STATE SECURITIES LAWS, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchasedAND (II) WITHOUT AFFECTING YORK'S RIGHT TO RELY ON THE NAEC'S REPRESENTATIONS AND WARRANTIES HEREUNDER, YORK HAS HAD FULL OPPORTUNITY TO ASK SUCH QUESTIONS OF, AND REVIEW INFORMATION RELATING TO, NAEC AS IT REQUESTED, AND IS FULLY CAPABLE OF UNDERSTANDING THE NATURE OF AND BEARING THE RISK OF ITS INVESTMENT IN THE SOLD STOCK.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] _____ per share (the “Per Share Price”)share, the number of Firm Shares set opposite the name of such Underwriter in Schedule I hereto, and (b) in the event and to be sold by the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations agrees to issue and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agree, severally and not jointly, to purchase from the Selling ShareholdersCompany, at the Per Share Pricepurchase price per share set forth in clause (a) of this Section 2, that portion of the number of Common Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company hereto and each Selling Shareholder agree that the sale denominator of which is the maximum number of the Firm Optional Shares shall be made that all of the Underwriters are entitled to the Underwriter severally and not jointly. (b) purchase hereunder. The Company hereby grants to the Underwriter Underwriters the right to purchase at its election in whole or in part from time to time up to 120,000 Additional 97,500 Optional Shares, at the Per Share Price, purchase price per share set forth in clause (a) in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from you to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) or, unless you and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterCompany otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at a purchase price of $____ per share, the number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, severally and not jointly, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a the purchase price of $[ ] per share set forth in clause (the “Per Share Price”)a) of this Section 2, that portion of the number of Firm Optional Shares to be sold by the Company as set forth in the first paragraph to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthOptional Shares by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the maximum number of Optional Shares that such Underwriter agrees is entitled to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company hereto and each Selling Shareholder agree that the sale denominator of which is the maximum number of the Firm Optional Shares shall be made that all of the Underwriters are entitled to the Underwriter severally and not jointly. (b) purchase hereunder. The Company hereby grants to the Underwriter Underwriters the right to purchase purchase, at its their election in whole or in part on one occasion, up to 120,000 Additional _______ Optional Shares, at the Per Share Pricepurchase price per share set forth in clause (a) in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any time (but not more than once) by written notice from you to the Company, given within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) or, unless you and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterCompany otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing DateSubsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of [ ] Dollars and [ ] cents ($[ ] ]) per share (the “"Per Share Price”"), the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthAgreement by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the aggregate number of Common Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company , and each Selling Shareholder agree that the sale denominator of which is the aggregate number of Firm Shares shall to be made to purchased by the Underwriter severally and not jointlyseveral Underwriters hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional [ ] Optional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised by written notice from the Representative to the Company, given at any time (but not more than once) and from time to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) and herein is called or, unless the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterRepresentative otherwise agrees in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representative the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(bSections 2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Optional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forthforth herein, --------------------------- the Company agrees to issue and sell to each of the Underwriter, and the Underwriter agrees to purchase from the Company, Purchasers at a purchase price of $[ ] 4.00 per share Unit (the “"Per Share Unit Purchase Price”)") and to deliver pursuant to Section 2 hereof the shares of Common Stock and Warrants purchased under the Units, the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, and upon the basis of the representations and warranties warranties, and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and herein, each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter Purchasers agrees, severally and not jointly. (b) The , to purchase the number of Units set forth opposite its name on Schedule I attached hereto from the Company hereby grants for an amount equal to the Underwriter Per Unit Purchase Price multiplied by such number of Units set forth in Schedule I. Notwithstanding the right to purchase at its election foregoing, in whole the event that the Company sells any shares (or securities that may be converted into or exchanged for shares) of Common Stock of the Company in part up to 120,000 Additional Shares, at an original issuance (not shares traded on the Nasdaq National Market in the aftermarket) for less per share than the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised Unit Purchase Price at any time during the sixty (but not more than once60) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place day period commencing on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined belowexcept for shares issued pursuant to (a) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined stock options, (b) purchases by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery Company of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinionsoutstanding existing stock options, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreementwarrants, preferred stock and any other convertible securities, including without limitation, the Underwriter is contractingUnits, except outstanding as provided in Section 3(bof the date hereof) hereof, to purchase only the Firm Shares. The Underwriter Company shall not be under any have the obligation to purchase any Additional Shares prior to an exercise promptly notify and pay each of the option with respect to such Shares granted pursuant to Section 3(bPurchasers (x) hereof. The Company is advised by you that you intend the aggregate difference between (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable Per Unit Purchase Price and (ii) initially the per share price of such additional shares of the Company's Common Stock (or securities that may be converted into or exchanged for shares of Common Stock) so sold, (y) multiplied by the number of Units purchased hereunder, at the Company's option, in either cash or additional shares of the Company's Common Stock. If the Company elects to offer pay in Common Stock, the Firm Shares upon Common Stock shall be valued at the terms set forth price at which the Company sold any such shares (or securities that may be converted into or exchanged for shares) of Common Stock in the Prospectusspecific transaction that triggered this paragraph of Section 1 hereof and will be payable within five (5) days of the closing of such other transaction. You may from time to time increase or decrease If within sixty (60) days of the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, Closing Date hereof the Company and the Selling Shareholders shall pay, in the respective amounts enters into or is a party to any agreement to issue additional shares of Common Stock of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased Company (the “Financial Advisory Fee”or securities convertible or exchangeable therefor). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay provide notice of such issuance to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchasedPurchaser as soon as reasonably practicable.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forthhereof, at the Company Closing, Seller hereby agrees to issue and sell to the UnderwriterPurchaser, and the Underwriter Purchaser agrees to purchase from the CompanySeller, the Transferred Assets for the following consideration: (a) $175,000.00, payable in cash at a purchase price of $[ ] per share the Closing (the “Per Share Price”), the number of Firm Shares to be sold "Cash Consideration") by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointlywire transfer. (b) The Company hereby grants Subject to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares adjustment as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof 7.8, shares of the Purchaser's Convertible Preferred Stock ("Preferred Stock") in an amount equal to twenty (20) percent of the Purchaser's issued and outstanding common stock ("Common Stock) immediately after the Closing, calculated as if such Preferred Stock had been converted into Common Stock. The rights and preferences of the Preferred Stock are set forth in the Purchaser's Certificate of Designation in the form attached to this Agreement as Exhibit B. Seller shall have no right to sell, assign, exchange, transfer, pledge, hypothecate or otherwise dispose of or encumber twenty five (25) percent of the Preferred Stock issued at Closing and a restrictive legend setting forth such restrictions shall be affixed to the certificates representing such Preferred Stock (the "Restricted Stock"). Subject to the provisions of this paragraph, the restrictions in the foregoing sentence will apply to Common Stock issuable or issued upon conversion of the Preferred Stock and Preferred Stock issued in connection with Section 7.8 of this Agreement. All dividends issued with respect to the Restricted Stock will be distributed to Seller upon the date such restrictions lapse and Seller will forfeit dividends issued on Restricted Stock on which restrictions do not lapse after three-and-a-half years from the Closing Date. The restrictions on 1.1% of such Restricted Stock will lapse for every $100 over $27,225 in aggregate revenue Purchaser receives for services rendered during August 2003 ("August Revenue") under the Private Wire Client Contracts. By way of clarification, the chart below sets forth an example of the percentage of shares of Restricted Stock with respect to which restrictions will lapse as August Revenue is collected. --------------------------------------- --------------------------------------- Percentage of Restricted Stock Aggregate Revenue Collected with Lapsed Restrictions --------------------------------------- --------------------------------------- $27,225 0% --------------------------------------- --------------------------------------- $28,133 10% --------------------------------------- --------------------------------------- $29,040 20% --------------------------------------- --------------------------------------- $29,948 30% --------------------------------------- --------------------------------------- $30,855 40% --------------------------------------- --------------------------------------- $31,763 50% --------------------------------------- --------------------------------------- $32,670 60% --------------------------------------- --------------------------------------- $33,578 70% --------------------------------------- --------------------------------------- $34,485 80% --------------------------------------- --------------------------------------- $35,393 90% --------------------------------------- --------------------------------------- $36,300 100% --------------------------------------- --------------------------------------- Purchaser shall submit invoices for August Revenue on the schedules detailed in the applicable Private Wire Client Contract (or where no written Private Wire Client Contract exists, on the schedule specified by Seller) and will use best efforts to collect such amounts. Beginning on September 30, 2003 at the Additional Closing Dateend of each calendar quarter Purchaser will provide Seller with a statement at the end of each calendar quarter detailing the amount of August Revenue collected and a calculation of the number of Restricted Shares on which restrictions have lapsed. Thereafter Seller may submit any stock certificates representing Restricted Shares in its possession to Purchaser. Purchaser shall within ten business days issue a new stock certificate to Seller representing the Preferred Stock with the restrictive legend set forth in this section 1.3(b) removed and a new stock certificate representing the new balance of Restricted Shares. (c) In making this AgreementHost the Seller's stock quoting infrastructure for CNET Investor and other CNET sites, under the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise terms of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable Software and (ii) initially to offer the Firm Shares upon the terms set forth Content Licensing Agreement in the Prospectus. You may from time form attached to time increase or decrease the public offering price after the initial public offering to such extent this Agreement as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.Exhibit C.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] _____ per share (the “Per Share Price”)share, the number of Firm Shares set forth opposite their respective names in Schedule I hereto and (b) in the event and to be sold by the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis agrees to issue and sell to each of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Selling ShareholdersCompany, at the Per Share Pricepurchase price per share set forth in clause (a) of this Section 2, that portion of the number of Common Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company hereto and each Selling Shareholder agree that the sale denominator of which is the maximum number of the Firm Optional Shares shall be made that all of the Underwriters are entitled to the Underwriter severally and not jointly. (b) purchase hereunder. The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional 150,000 Optional Shares, at the Per Share Pricepurchase price per share set forth in clause (a) in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from the Representatives to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, Representatives but if at any time other in no event earlier than the Closing DateFirst Time of Delivery (as hereinafter defined) or, shall not be unless the Representatives and the Company otherwise agree in writing, earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Representatives elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees Sellers, severally and not jointly, agree to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the CompanySellers, at a purchase price of [ ] Dollars and [ ] cents ($[ ] ]) per share (the “"Per Share Price”"), the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis Agreement and by each of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Priceas set forth in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Common Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company , and each Selling Shareholder agree that the sale denominator of which is the aggregate number of Firm Shares shall to be made to purchased by the Underwriter severally and not jointlyseveral Underwriters hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part (but only once) up to 120,000 Additional 427,963 Optional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any time (but not more than once) by written notice from the Representatives to the Company, given within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) and herein is called or, unless the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterRepresentatives otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 9 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section Sections 3(b) and 11 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Optional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased4.

Purchase and Sale of Shares. (a) Upon At the basis of Closing, upon the representations and warranties terms and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to issue Seller shall sell, assign, transfer and sell convey to the UnderwriterBuyer, and the Underwriter agrees to Buyer shall purchase and acquire from the CompanySeller, at a purchase price the Shares, free and clear of $[ ] per share all Liens and transfer restrictions (the “Per Share Price”other than restrictions under applicable federal and state securities laws), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis against payment of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, Purchase Price at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder Closing as provided in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointlySection 1.01(b) below. (b) The Company hereby grants aggregate consideration to be delivered at the Closing by the Buyer to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, Seller for the sole purpose Shares pursuant to Section 1.02(b)(ii) shall be an amount equal to (i) $440,700,000 plus (ii) an amount equal to the Cash and Cash Equivalents of covering over-allotments the Company and its Subsidiaries as of the Adjustment Date (the “Adjustment Date Cash”) minus (iii) an amount equal to the Designated Indebtedness of the Company and its Subsidiaries as calculated pursuant to Section 1.02(b)(iv) (the “Adjustment Date Indebtedness”) minus (iv) the Closing Costs paid by the Buyer pursuant to Section 1.02(b)(iii) (as adjusted pursuant to (i) - (iv) above and Section 1.01(c) below, the “Purchase Price”). (c) Not more than five (5) Business Days, but in no event less than three (3) Business Days, before the Closing Date, the Company’s Chief Financial Officer shall prepare and deliver to the Buyer a statement that incorporates (i) the Earn Out Amount based on 10386168.17 the 2007 Adjusted Consolidated EBITDA Statement (as defined in the sale SPA) delivered under Section 1.03 of the Firm SharesSPA (the “Estimated Earn Out Amount”), as of the Adjustment Date, or such other amount as the Company and Liberty may agree in writing to be due under Section 1.03 of the SPA (the “Final Earn Out Amount”), (ii) the amount of Tax credits accrued and included on the books and records of the Company as being owed by the Company to the Sellers (as defined in the SPA) under Section 10.06(c) of the SPA, as of the Adjustment Date (the “Tax Credit Amount”), (iii) the Adjustment Date Cash and (iv) the Adjustment Date Indebtedness. The option granted hereunder may be exercised at any time Such statement shall reflect the calculation of Adjustment Date Cash and Adjustment Date Indebtedness, each determined (but not more than oncei) in a manner consistent with past practice of RathGibson in calculating such amounts and (ii) in accordance with the methodology, principles and policies employed by RathGibson in preparing the Financial Statements and the estimated April 30, 2007 balance sheet delivered to the Buyer within thirty (30) two days after prior to the date of this Agreement. In the event that the Buyer reasonably disputes the amounts of Adjustment Date Cash and Adjustment Date Indebtedness as set forth in such statement, upon notice by the Underwriter to Buyer and the Company which sets Seller shall resolve such dispute in accordance with the procedures set forth in Section 1.01(d)(ii). (d) Post-Closing Determination. (i) Following the aggregate number Closing Date, the Buyer and its independent accountants will conduct a review (the “Closing Review”) of Additional Shares as to which Adjusted Net Income for the Underwriter is exercising the optionperiod commencing on May 1, as well as the date, time 2007 and place ending on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, and including the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterAdjusted Net Income Measuring Period”), but if at any time other than and within 60 days of the Closing Date, shall not be earlier than two nor later than ten full business days after delivery the Buyer and its independent accountants will prepare and deliver to the Seller a consolidated statement of such notice operations of RathGibson and its Subsidiary for the Adjusted Net Income Measuring Period, prepared in accordance with GAAP and the methodology, principles and policies employed by RathGibson in the Financial Statements but without giving effect to exercise. In the event the Underwriter elects to purchase all or a portion any of the Additional Shares, transactions contemplated by this Agreement and the Company agrees to furnish or cause to be furnished financing thereof (the “Draft Adjusted Net Income Statement”). The Buyer and its independent accountants will make available to the Underwriter Seller and its auditors and representatives all records and work papers used in preparing the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing DateDraft Adjusted Net Income Statement. (cii) In making If the Seller approves in writing the Buyer’s determination of Adjusted Net Income reflected on the Draft Adjusted Net Income Statement or if the Seller fails to deliver an Objection Notice as provided below, then the Buyer’s determination of Adjusted Net Income reflected on the Draft Adjusted Net Income Statement shall be conclusive and binding on all parties to this Agreement. If the Seller disagrees with the computation of Adjusted Net Income reflected on the Draft Adjusted Net Income Statement, the Underwriter is contractingSeller may, except within 30 days after receipt of the Draft Adjusted Net Income Statement, deliver a notice (an “Objection Notice”) to Buyer setting forth the Seller’s calculation of the amount of Adjusted Net Income reflected on the Draft Adjusted Net Income Statement. The Seller and the Buyer will use reasonable efforts to resolve any disagreements as provided in Section 3(bto the computation of Adjusted Net Income for the Adjusted Net Income Measuring Period, but if they do not obtain a final resolution within 45 days after the Buyer has received the Objection Notice, the Seller and the Buyer will jointly retain a nationally recognized third party independent accounting firm that the Seller and the Buyer mutually agree upon (the “Firm”) hereof, to purchase only resolve any remaining disagreements. The Buyer and the Seller will direct the Firm Sharesto render a determination within 30 days of its retention, and the Buyer, the Seller and their respective employees or agents will cooperate with, 10386168.17 and provide reasonable access to all relevant records and work papers to, the Firm during its engagement. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of Firm will consider only those items and amounts in the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Draft Adjusted Net Income Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the ProspectusObjection Notice which the Buyer and the Seller are unable to resolve. You may from time The Buyer and the Seller shall each submit a binder to time increase or decrease the public offering price Firm promptly (and in any event within 15 days after the initial public offering Firm’s engagement), which binder shall contain such party’s computation of Adjusted Net Income for the Adjusted Net Income Measuring Period and information, arguments and support for such party’s position. The Firm shall review such binders and base its determination solely on such materials in accordance with GAAP and with respect to such extent as you may determineAdjusted Net Income, in accordance with the definition of Adjusted Net Income set forth herein. In addition resolving any disputed item, the Firm may not assign a value to any item greater than the underwriting discount set forth in greatest value for such item claimed by either party or less than the Prospectussmallest value for such item claimed by either party. The determination of the Firm will be conclusive and binding upon the Buyer, the Company and the Selling Shareholders shall pay, in Seller. The amount of Adjusted Net Income for the respective amounts Adjusted Net Income Measuring Period as finally determined pursuant to this Section 1.01(d)(ii) is referred to herein as “Actual Adjusted Net Income.” (iii) The cost of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% resolution of the aggregate public offering price of all disputed items by the Firm Shares purchased (shall be borne 50% by the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of Seller, on the Additional Sharesone hand, and 50% by the Company shall pay to Buyer, on the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchasedother hand.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of [_____] ($[ ] _____) per share (the “"Per Share Price”"), the number of Firm Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthAgreement by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the aggregate number of Common Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company , and each Selling Shareholder agree that the sale denominator of which is the aggregate number of Firm Shares shall to be made to purchased by the Underwriter severally and not jointlyseveral Underwriters hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional [_____] Optional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Company, given at any time (but not more than once) within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, Representatives but if at any time other in no event earlier than the Closing DateFirst Time of Delivery (as hereinafter defined) or, shall not be unless the Representatives otherwise agree in writing, earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representatives the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing DateSubsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(bSections 2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Optional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of {______} Dollars and {______} Cents ($[ ] {____}) per share (the “"Per Share Price”"), the number of Firm Shares to be sold purchased by the Company such Underwriter as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its election their election, in whole or in part part, from time to time, up to 120,000 Additional {________} Optional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised by written notice from the Representative to the Company, given at any time (but not more than once) within thirty (30) a period of 60 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterRepresentative, but if at any time other in no event earlier than the Closing DateFirst Time of Delivery (as hereinafter defined) or, shall not be unless the Representative otherwise agrees in writing, earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representative the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 6 7 hereof at the Additional Closing DateSubsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(bSections 2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Optional Shares prior to an exercise of the option with respect to such Optional Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of $[ ] ______ per share (the “Per Share Price”)share, the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthby a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the aggregate number of Common Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The , and the denominator of which is the aggregate number of Firm Shares to be purchased by the Underwriters from the Company hereunder and each Selling Shareholder agree (b) in the event and to the extent that the sale Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Firm Shares shall be made to the Underwriter Underwriters, severally and not jointly. , and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (ba) of this Section 2, that portion of the number of Optional Shares to be sold by the Company as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriter Underwriters the right to purchase purchase, at its their election in whole or in part from time to time, up to 120,000 Additional 570,000 Optional Shares, at the Per Share Pricepurchase price per share set forth in clause (a) in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from you to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) or, unless you and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterCompany otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] _______ per share (the “Per Share "Purchase Price”"), the number of Firm Shares to be sold by the Company as set forth opposite the name of such Underwriter in the first paragraph of this Agreement. In additionSchedule I hereto, upon the basis of the representations and warranties (b) each Selling Shareholder agrees, severally and subject to the terms and conditions herein set forth, the Selling Shareholders agree not jointly to sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, Shareholders at the Per Share Purchase Price, the number of Common Firm Shares set forth opposite the name of such Selling Shareholder in Schedule II hereto. The number of Firm Shares to be sold by each Selling Shareholder to each Underwriter shall be the number which bears the same ratio to the number set forth opposite the name of such Underwriter in Schedule I hereto as the number of shares to be sold by such Selling Shareholder, as indicated in Schedule II hereto, bears to the aggregate number of Firm Shares to be sold by the Selling Shareholders, subject, however, to such adjustment as you may at any time approve to eliminate fractional shares. Subject to the terms and conditions herein set forth, in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (a) the Company agrees to issue and sell, and the Designated Selling Shareholders agree, severally and not jointly, to sell, to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Designated Selling Shareholders, at the Purchase Price, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The number of Optional Shares to be sold by the Company to the Underwriters shall be twenty-five percent (25%) of the aggregate number of Optional Shares being purchased and seventy-five percent (75%) of such aggregate number of shares shall be sold by the Designated Selling Shareholders. The number of Optional Shares to be sold by each Designated Selling Shareholder to the Underwriters as a group shall be the number which bears the same ratio to the aggregate number of Optional Shares being purchased from the Designated Selling Shareholders as the maximum number of Optional Shares to be sold by such Designated Selling Shareholder, as indicated in the Schedule II hereto, bears to the aggregate number of Optional Shares to be sold by the Designated Selling Shareholders as a group. The number of shares resulting from any computations contemplated by this paragraph are subject to adjustment by you to eliminate fractional shares. The Company and each the Designated Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter Shareholders, severally and not jointly. (b) The Company , hereby grants grant to the Underwriter Underwriters the right to purchase at its their election in whole or in part from time to time up to 120,000 Additional 180,000 Optional Shares, at the Per Share Purchase Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from you to the Company and the Custodian, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, as determined by you, but may not be in no event earlier thanthan the First Time of Delivery (as hereinafter defined) or, unless you, the Closing Date (as defined below) Company and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterCustodian otherwise agree in writing, but if at any time other than the Closing Date, shall not be earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees and the Designated Selling Shareholders agree to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forthof this Agreement, on the Company agrees to issue and sell to the UnderwriterClosing Date, each Investor will purchase, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”)Company will sell, the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Series A Shares set forth opposite such Investor’s name on Schedule A for the aggregate consideration set forth opposite such Investor’s name of such Selling Shareholder in on Schedule I heretoA (the “Purchase Price”). The Company and each Selling Shareholder agree that Investors reserve the sale right to adjust the allocations set forth on Schedule A prior to the Closing. The issuance of any Series A Shares hereunder is conditioned upon the contemporaneous closing of the Firm Shares shall be made transactions contemplated under the Purchase Agreement. Each Investor will deliver to the Underwriter severally and not jointlyCompany a cashier’s or certified check or wire transfer of immediately available funds in the aggregate amount of the Purchase Price payable by such Investor. (b) The Company hereby grants In connection with the purchase and sale of Series A Shares under this Agreement, each Investor represents and warrants to the Underwriter Company that the right following statements are true on the date hereof and will be true on the Closing Date as if made on such date: (i) The Series A Shares to purchase at its election be acquired by such Investor pursuant to this Agreement will be acquired for such Investor’s own account and not with a view to, or intention of, distribution thereof in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale violation of the Firm SharesSecurities Act, any applicable state securities laws or the terms of the LLC Agreement or the Members Agreement, and such Series A Shares will not be disposed of in contravention of any such laws or agreement. (ii) Such Investor is able to bear the economic risk of the investment in Series A Shares for an indefinite period of time, and such Investor understands that Series A Shares are subject to the transfer restrictions contained herein and has not been registered under the Securities Act. (iii) Such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Series A Shares and has had full access to such other information concerning the Company as such Investor has requested. The option granted hereunder may be exercised at any time Such Investor has reviewed, or has had an opportunity to review copies of the following documents, (but not more than onceA) within thirty the Members Agreement, (30B) days after the LLC Agreement (C) the Registration Rights Agreement, and (D) the Other Purchase Agreements that the Company is entering into on the date of this Agreement. (iv) Each of this Agreement, upon notice the LLC Agreement, the Members Agreement and the Registration Rights Agreement constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, and the execution, delivery, and performance of each such Agreement by the Underwriter to the Company which sets forth the aggregate number such Investor does not and will not conflict with, violate, or cause a breach of Additional Shares as any agreement, contract, or instrument to which the Underwriter such Investor is exercising the optiona party or any judgment, as well as the dateorder, time and place on or decree to which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein Investor is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Datesubject. (c) In making connection with the purchase and sale of Series A Shares under this Agreement, the Underwriter is contractingCompany represents and warrants to each Investor that the following statements are true on the date hereof and will be true on the Closing Date as if made on such date: (i) Organization, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereofCorporate Power. The Company is advised by you that you intend (i) to make a public offering limited liability company duly organized, validly existing and in good standing under the laws of the Firm Shares as soon after State of Delaware and is qualified to do business and in good standing in every jurisdiction in which the effective date failure to do so would not, or would reasonably be expected not to, have a material adverse effect on the assets, operations, business or financial condition of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall payits Subsidiaries taken as a whole. The Company possesses all requisite power and authority necessary to own and operate its properties, in the respective amounts of the Firm Shares to carry on its businesses as presently conducted and as proposed to be sold conducted and to carry out the transactions contemplated by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchasedthis Agreement.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of [ ] Dollars ($[ ] ]) per share (the “"Per Share Price”"), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointlyShares. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional 150,000 Option Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Option Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Option Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, than the Closing Date (as defined below) and herein is called the “Additional "Option Closing Date.” ". The Additional Option Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Option Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Option Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any no obligation to purchase any Additional Option Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject 1.1 Subject to the terms and conditions herein set forthforth herein, on the Closing Date, Issuer shall sell, transfer, assign and deliver unto Investor, and Investor shall purchase from Issuer, the Company agrees to issue and sell to Shares such that Investor shall own the Underwriter, and Investor Percentage on the Underwriter agrees to purchase from the Company, at a Closing Date. The aggregate purchase price of for the Shares is (i) $[ ] per share 7.30 multiplied by (the “Per Share Price”), ii) the number of Firm the Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing DatePurchase Price”).” The Additional Closing Date 1.2 At the Closing, Investor shall pay to Issuer the Purchase Price, in cash, in consideration of its purchase of the Shares. 1.3 Any certificate or certificates representing the Shares, shall bear the following legend or a legend similar to the following, in addition to any legend that may be determined required by the Underwriter“blue sky” laws of any state, but if at any until such time other than as the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted applicable Securities are tradable without restriction pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering Rule 144 under the Securities Act of the Firm Shares 1933, as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased amended (the “Financial Advisory FeeSecurities Act”) and under other applicable law: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER APPLICABLE STATE SECURITIES ACTS (THE “STATE ACTS”) NOR IS SUCH REGISTRATION CONTEMPLATED. If you choose to exercise your right to purchase any or all of the Additional SharesSUCH SECURITIES MAY NOT BE SOLD, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchasedASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND THE STATE ACTS, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE BOARD OF DIRECTORS OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE BOARD OF DIRECTORS OF THE COMPANY OF EVIDENCE SATISFACTORY TO THE BOARD TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE ACT OR STATE ACTS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of [ ] and /100 Dollars ($[ ] ]) per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the opposite that Underwriter, ’s name on Schedule I hereto and the Underwriter Representative agrees to purchase the organizers’ shares from the Selling Shareholders, Company at a purchase price of $[ ] and /100 Dollars ($[ ]) per share (the “Per Organizers’ Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made ”) for exclusive resale to the Underwriter severally and not jointlyOrganizers of Bank of Florida, Tampa Bay. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part up to 120,000 Additional 187,500 Option Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter Representative to the Company which sets forth the aggregate number of Additional Option Shares as to which the Underwriter is Underwriters are exercising the option, as well as the date, time and place on which such Additional Option Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, than the Closing Date (as defined below) and herein is called the “Additional Option Closing Date.” ”. The Additional Option Closing Date shall be determined by the UnderwriterRepresentative, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Option Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the Representative certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Option Closing Date. (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(b2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Option Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of of[______] Dollars and [______] Cents ($[ ] [____]) per share (the “Per Share Price”), "PER SHARE PRICE") the number of Firm Shares to be sold purchased by the Company such Underwriter as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder Underwriter in Schedule SCHEDULE I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its election their election, in whole or in part up part, from time to 120,000 Additional time, the Option Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Option Shares may be exercised by written notice from the Representative to the Company, given at any time anytime (but not more than once) within thirty (30) a period of 45 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Option Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Option Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterRepresentative, but if at any time other in no event earlier than the Closing DateFirst Time of Delivery (as hereinafter defined) or, shall not be unless the Representative otherwise agrees in writing, earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Option Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representative the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 6 7 hereof at the Additional Closing DateSubsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(bSections 2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in SCHEDULE I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Option Shares prior to an exercise of the option with respect to such Option Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Shares set opposite the name of such Underwriter in Schedule 1 hereto, at a purchase price of $__________ per share, and (ii) in the event and to the extent that the Underwriters shall exercise the option to purchase Optional Shares as provided below, the Company agrees to issue and to sell to each of the Underwriters, and each of the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] _______ per share (the “Per Share Price”)share, that portion of the number of Firm Optional Shares as to which such election shall have been exercised (to be sold adjusted by the Company you so as set forth in the first paragraph to eliminate fractional shares) determined by multiplying such number of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthOptional Shares by a fraction, the Selling Shareholders agree to sell to numerator of which is the Underwriter, and the maximum number of Optional Shares that such Underwriter agrees is entitled to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares as set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company hereto and each Selling Shareholder agree that the sale denominator of which is the maximum number of the Firm Optional Shares shall be made that all of the Underwriters are entitled to the Underwriter severally and not jointlypurchase hereunder. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its election in whole or in part from time to time up to 120,000 Additional 360,000 Optional Shares, at the Per Share Price, purchase price of $______ per share for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any by written notice from you to the Company, given from time (but not more than once) to time within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to be purchased and the date on which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Optional Shares are to be delivered. Such time , as determined by you but in no event earlier than the First Time of delivery may be the day of, but may not be earlier than, the Closing Date Delivery (as defined belowhereinafter defined) or, unless you and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be Company otherwise agree in writing earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects you elect to purchase all or a portion of the Additional Optional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter you the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 6 7 hereof at the Additional Closing Dateeach Subsequent Time of Delivery (as hereinafter defined). (c) In making this AgreementAt the First Time of Delivery, the Underwriter is contractingCompany shall issue and sell to the Representative and the Representative shall purchase, except at a purchase price of $100.00 and for other good and valuable consideration, the Representative's Warrant, substantially in the form attached hereto as provided in Section 3(b) hereof, Exhibit A. The Representative's Warrant shall be exerciseable for a period of four years commencing one year from the effective date of the Registration Statement at an initial exercise price equal to purchase only $_______ [120% of the initial public offering price of the Firm Shares.] The aggregate number of shares of Common Stock subject to the Representative's Warrant shall equal 175,050. The Underwriter shall not Representative's Warrant will be under any obligation to purchase any Additional Shares prior to an exercise restricted from sale, transfer, assignment or hypothecation for a period of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon 12 months after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition Statement, except to the underwriting discount set forth in the ProspectusRepresentative, the Company and the Selling Shareholders shall pay, in the respective amounts Underwriters or members of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any selling group or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchasedtheir respective officers or partners.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell the Shares to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place Purchaser on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined belowherein defined) and herein is called at a per share purchase price equal to $3.25 (the “Additional Closing Date.” "Per Share Purchase Price") for an aggregate purchase price for all of the Shares of $500,000 (the "Purchase Price"). The Additional Company also agrees to pay to Purchaser, in cash, all interest accrued to the Closing Date shall but not yet paid on the loan in the amount of $500,000, made to the Company by Purchaser on December 1, 1999, such interest to be determined calculated at an annual interest rate of 8% as agreed by the UnderwriterCompany and the Purchaser at the time the loan was made. Notwithstanding the foregoing, but if in the event that the Company sells any shares (or securities that may be converted into or exchanged for shares) of Common Stock in an original issuance (not shares traded on Nasdaq in the aftermarket) for less per share than the Per Share Purchase Price at any time other than during the sixty-day (60-day) period commencing on the Closing DateDate (except for shares issued pursuant to (a) stock options, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, (b) purchases by the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinionsof outstanding existing stock options, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, warrants outstanding as of the Underwriter is contracting, except as provided in Section 3(bdate hereof) hereof, to purchase only the Firm Shares. The Underwriter Company shall not be under any have the obligation to purchase any Additional Shares prior to an exercise of promptly notify and pay the option with respect to such Shares granted pursuant to Section 3(bPurchaser (x) hereof. The Company is advised by you that you intend the aggregate difference between (i) to make a public offering the per share price of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially the per share price of such additional shares of the Company's Common Stock (or securities that may be converted into or exchanged for shares of Common Stock) so sold, (y) multiplied by the number of Shares purchased hereunder, at the Company's option, in either cash or additional shares of the Company's Common Stock. If the Company elects to offer the Firm Shares upon the terms set forth pay in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the ProspectusCommon Stock, the Company and Common Stock shall be valued at the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, at which the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% sells any such shares (or securities that may converted into or exchanged for shares) of the aggregate public offering price Common Stock and will be payable within five (5) trading days of all Additional Shares purchasedsuch other date.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of [ ] Dollars ($[ ] ]) per share (the “"Per Share Price”"), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointlyShares. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional 195,000 Option Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Option Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Option Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, than the Closing Date (as defined below) and herein is called the “Additional "Option Closing Date.” ". The Additional Option Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Option Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Option Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any no obligation to purchase any Additional Option Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) each of the Company and the Selling Shareholder agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholder, at a purchase price of $[ ] per share (pro rata in the “Per Share Price”), proportion that the number of Firm Shares to be sold by each of the Company as set forth in and the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject Selling Shareholder bears to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholderstotal number of Firm Shares, at the Per Share Pricea purchase price of $______ per share, the number of Common Firm Shares (to be adjusted by you so as to eliminate fractional shares) set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter Underwriters agrees, severally and not jointly. , to purchase from the Company, at the purchase price per share set forth in clause (ba) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriter Underwriters the right to purchase purchase, at its their election in whole or in part from time to time, up to 120,000 Additional 390,000 Optional Shares, at the Per Share Pricepurchase price per share set forth in clause (a) in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon by written notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.from

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell the Shares to the UnderwriterPurchaser on the Closing Date (as herein defined) at a per share purchase price equal to the average of the closing sales price for the Common Stock as reported on the New York Stock Exchange ("NYSE") for the twenty day period ending on the second trading day prior to the Closing Date (the "Per Share Purchase Price, and the Underwriter agrees to purchase from the Company, at a aggregate purchase price for all of $[ ] per share (the “Per Share Price”), Shares is referred to as the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition"PURCHASE PRICE") and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthforth herein, the Selling Shareholders agree Purchaser agrees to sell purchase the Shares from the Company on the Closing Date at the Purchase Price. Notwithstanding the foregoing, if the Per Share Purchase Price as determined above would otherwise be less than $2.50 or greater than $3.00, then the Per Share Purchase Price for all purposes hereunder will be deemed to the Underwriterbe $2.50 or $3.00, respectively, and the Underwriter agrees parties hereto agree to purchase from effect the Selling Shareholderstransaction with the Purchase Price based on such deemed Per Share Purchase Price. Notwithstanding the foregoing, at in the event that the Company sells any shares (or securities that may be converted into or exchanged for shares) of Common Stock in an original issuance (not shares traded on the NYSE in the aftermarket) for less per share than the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised Purchase Price at any time during the forty-five (but not more than once45) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place day period commencing on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined belowexcept for shares issued pursuant to (a) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined stock options, (b) purchases by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery Company of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinionsoutstanding existing stock options, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, warrants outstanding as of the Underwriter is contracting, except as provided in Section 3(bdate hereof) hereof, to purchase only the Firm Shares. The Underwriter Company shall not be under any have the obligation to purchase any Additional Shares prior to an exercise of promptly notify and pay the option with respect to such Shares granted pursuant to Section 3(bPurchaser (x) hereof. The Company is advised by you that you intend the aggregate difference between (i) to make a public offering the Per Share Purchase Price of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially the per share price of such additional shares of the Company's Common Stock (or securities that may be converted into or exchanged for shares of Common Stock) so sold, (y) multiplied by the number of Shares purchased hereunder, at the Company's option, in either cash or additional shares of the Company's Common Stock. If the Company elects to offer pay in Common Stock, the Firm Shares upon Common Stock shall be valued at the terms set forth price at which the Company sells any such shares (or securities that may converted into or exchanged for shares) of Common Stock. Such payment by the Company, whether in the Prospectus. You may from time to time increase form of shares of Common Stock or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectusform of cash, the Company and the Selling Shareholders shall pay, in the respective amounts will be payable within five (5) days of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchasedsuch other sale.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] 10.23 per share (the “Per Share Price”)share, the number of the Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in each Underwriter on Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) I. The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election in whole or in part up to 120,000 Additional Shares, 750,000 Optional Shares at the Per Share Price, purchase price per share set forth in clause (a) in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Shares. The If the option granted hereby is exercised in part, then the respective number of Optional Shares to be purchased by each of the Underwriters shall be determined by multiplying the total number of Optional Shares as to which such election shall have been exercised by the Underwriters by a fraction, the numerator of which is the maximum number of Optional Shares such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all Underwriters are entitled to purchase hereunder (with the resulting number to be adjusted by the Underwriters so as to eliminate fractional shares). Any such election to purchase Optional Shares may be exercised at any by written notice from the Underwriters to the Company, given one time (but not more than once) within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, but may which date shall not be earlier thanless than three or more than ten business days after such notice is given, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterUnderwriters, but if at any time other in no event earlier than the Closing Date, First Time of Delivery. The Company shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Underwriters the certificates, letters letters, and opinions, and to satisfy all conditions, set forth in Section 6 7 hereof at the Additional Closing Date. Subsequent Time of Delivery (c) In making this Agreement, the Underwriter as such term is contracting, except as provided defined in Section 3(b) hereof4, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”below). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon In consideration of, and in express reliance upon the basis of the representations and warranties and subject to the representations, warranties, terms and conditions herein set forthof this Agreement, the Purchaser agrees to purchase from the Company, and the Company agrees to issue and sell to the UnderwriterPurchaser, and that number of shares of the Underwriter agrees to purchase from Registered Stock (the Company, at a “Shares”) in exchange for the payment of an aggregate purchase price of $[ ] per share $ (the “Per Share Purchase Price”), to be paid by check or wire transfer in immediately available funds made payable to the order of the Company or cancellation or conversion of indebtedness, calculated as follows: the number of Firm Shares to be sold by that the Company as set forth shall deliver to the Purchaser in exchange for the first paragraph of this Agreement. In addition, upon Purchase Price shall be equal to the basis Purchase Price divided by product of the representations and warranties and subject average Volume Weighted Average Price (as defined below) per share of the Common Stock for the five Trading Days prior to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Effective Date (as defined below) and herein is called multiplied by 85%. For purposes of this Agreement, “Volume Weighted Average Price” per share of the Common Stock means the volume weighted average price of the common stock of the Company during any Trading Day as reported in the “Additional Closing Date.pink sheets” The Additional Closing Date shall be determined through the Interdealer Trading Quotation System; provided, if such security is not traded on the over the counter market via the pink sheets, then the volume weighted average price on the NASDAQ OTCBB; provided further, that, if such security is not listed or admitted to trading on the NASDAQ OTCBB, as reported on the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the volume weighted average price of the common stock of the Company during any Trading Day on the over-the-counter market as reported by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all Bloomberg LP or a portion similar generally accepted reporting service, as the case may be. For the purposes of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only “Effective Date” shall mean that date on which the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of Company files the option applicable Form 424 filing with respect to such Shares granted the United States Securities and Exchange Commission pursuant to Section 3(bRule 424 promulgated under the Securities Act of 1933, as amended, provided however, that if such filing is made after 2 p.m. EST, the Effective Date shall be the next Trading Day (as defined below) hereofafter the date that such filing is made. The Company is advised by you that you intend For the purposes of this Agreement, “Trading Day” means any day on which (i) purchases and sales of securities on the principal national security exchange or quotation system on which the Common Stock is traded are reported thereon, or, if not quoted or listed or admitted to make trading on any national securities exchange or quotation system, as reported by Bloomberg LP or a public offering of similar generally accepted reporting service, as the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and case may be, (ii) initially to offer at least one bid for the Firm Shares upon trading of Common Stock is reported and (iii) no event that results in a material suspension or limitation of trading of the terms Common Stock occurs. For purposes of illustration of the calculations set forth in this Section 1.1 only, if upon the Prospectus. You may from time delivery by Purchaser of a Purchase Price equal to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition $10,000 to the underwriting discount set forth in Company, the Prospectusaverage of the Volume Weighted Average Price per share of the Common Stock for the five Trading Days prior to the Effective Date equaled $0.20, the Company and the Selling Shareholders shall pay, in the respective amounts would deliver ($10,000/($0.20 x 85%) = 58,824) 58,824 shares of the Firm Shares to be sold by them, Common Stock to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchasedPurchaser.

Purchase and Sale of Shares. (a) Upon On the basis of the representations and representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Shares to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (Company the “Per Share Price”), the number of Firm Underwritten Shares to be sold by the Company as set forth opposite the name of such Underwriter below on the signature page hereof. The pricing terms of the purchase of the Underwritten Shares by the Underwriter and the pricing terms of the offering of the Shares to the public are set forth in the first paragraph of this AgreementSchedule II hereto. In addition, the Company hereby grants to the Underwriter the option to purchase some or all of the Additional Shares and, upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter have the right to purchase at its election purchase, from the Company (subject to such adjustment as the Underwriter shall determine to avoid fractional shares), all or a portion of such Additional Shares as may be necessary to cover over-allotments, if any, made in whole or in part up to 120,000 Additional connection with the offering of the Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may same purchase price per share to be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice paid by the Underwriter to the Company which sets for the Underwritten Shares. This option may be exercised by Underwriter in whole or in part and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Underwriter option is exercising being exercised, and the option, as well as date and time when the date, time and place on which such Additional Shares are to be delivered. Such delivered (such date and time of delivery may be the day ofbeing herein referred to as an “Option Closing Date”); provided, but may however, that an Option Closing Date shall not be earlier than, than the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other nor earlier than the Closing Date, first business day after the date on which the option shall not be earlier than two have been exercised nor later than ten full the fifth business days day after delivery of such notice to exercisethe date on which the option shall have been exercised unless the Company and Underwriter otherwise agree. In the event the Underwriter elects to purchase all or a portion Payment of the purchase price and delivery for the Additional Shares, Shares shall be made at the Company agrees to furnish or cause to be furnished to Option Closing Date in the Underwriter same manner and at the certificates, letters and opinions, and to satisfy all conditions, same office as the payment for the Shares as set forth in Section 6 hereof at subparagraph (b) below. Any closing of the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any of Additional Shares prior hereunder is hereinafter referred to as an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory FeeOption Closing”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, at a purchase price of ___________________________ ($_____) per share (the "Per Share Price"), the number of Common Firm Shares (to be adjusted by the Representative so as to eliminate fractional shares) set forth opposite the name of such Selling Shareholder Underwriter in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company Selling Shareholders hereby grants grant to the Underwriter Underwriters the right to purchase at its the Representative's election in whole or in part from time to time up to 120,000 Additional ________ Optional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Optional Shares may be exercised by written notice from the Representative to the Selling Shareholders, given at any time (but not more than once) within thirty (30) a period of 30 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Optional Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Optional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, Representative but if at any time other in no event earlier than the Closing DateFirst Time of Delivery (as hereinafter defined) or, shall not be unless the Representative otherwise agrees in writing, earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Optional Shares, the Company agrees Selling Shareholders agree to furnish or cause to be furnished to the Underwriter Representative the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 10 hereof at the Additional Closing DateSubsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section Sections 3(b) and 13 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in Schedule I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Optional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forthof this Agreement, from the Company agrees Option Commencement Date until the Termination Date, Parent may exercise an option (the “Parent Option”) to issue and sell purchase up to all of the Shares then Beneficially Owned by the Stockholder by delivering a Parent Option Notice in the form attached hereto as Exhibit B to the UnderwriterCompany. If Parent shall deliver a Parent Option Notice, Parent shall purchase, and the Underwriter agrees to purchase from Stockholder shall sell, that number of Shares set forth in the CompanyParent Option Notice for the following consideration (collectively, at a purchase price of $[ ] the “Parent Option Consideration”): (i) an amount in cash per share (the “Per Share Price”) that is equal to the portion of the Merger Consideration that would have been payable to the Stockholder at the closing of the Merger, assuming for this purpose that all of Revenue Shares and EBITDA Shares are paid in full and that the Final Adjusted Cash Consideration is equal to Sixty-Two Million Dollars ($62,000,000), the number for each share of Firm Shares to be sold by the Company as Common Stock set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at Parent Option Notice; (ii) the Per Share Price, the number Price for each share of Common Shares Company Series A Preferred Stock and Company Series B Preferred Stock set forth opposite in the name Parent Option Notice on an as-converted basis as if such shares had been converted into shares of such Selling Shareholder Company Common Stock; (iii) the Per Share Price less the applicable exercise price for each Company Option set forth in Schedule I hereto. The the Parent Option Notice; and (iv) the Per Share Price less the applicable exercise price for each Company and each Selling Shareholder agree that Warrant set forth in the sale of the Firm Shares shall be made to the Underwriter severally and not jointlyParent Option Notice. (b) The Within two Business Days following its receipt of the Parent Option Notice, the Stockholder shall exercise each Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments Option set forth in the sale Parent Option Notice in accordance with the terms of the Firm SharesCompany Stock Option Plan. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after Within two Business Days of its receipt of the Parent Option Notice, the Stockholder shall convert each Company Warrant into shares of Company Capital Stock in accordance with the applicable warrant agreement. From the date of this AgreementAgreement until the Termination Date, upon notice by the Underwriter Stockholder shall not exercise or convert any Company Options or Company Warrants pursuant to any cashless or net exercise provisions that may be applicable to such Company Options or Company Warrants (including for the avoidance of debt, Company Options or Company Warrants converted or exercised to satisfy the Stockholder’s obligations pursuant to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Dateprevious sentence).” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. Underwriters agrees to purchase from the Company, severally and not jointly, and on the terms and subject to the conditions herein set forth the Company agrees to sell to each of the Underwriters, severally and not jointly, the number of Firm Shares set forth opposite its name in Schedule I hereof at a price of $ per share (a) Upon the "Purchase Price"). The Company agrees, on the basis of the representations and warranties contained in this Agreement, and subject to the its terms and conditions herein set forthconditions, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the UnderwriterUnderwriters up to the number of shares of Class A Common Stock obtained by subtracting the number of shares with respect to which the Selling Stockholder Underwriter exercised its option under the Selling Stockholder Underwriting Agreement from shares, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares Underwriters shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the have a right to purchase at its election in whole one or in part more instances, starting on the day following the fourth business day after the date of this agreement, up to 120,000 such number of Additional Shares, Shares at the Per Share Purchase Price. If the Representatives, for the sole purpose of covering over-allotments in the sale on behalf of the Firm Shares. The option granted hereunder may be exercised at any time (but Underwriters, elect to exercise this option, the Representatives shall so notify the Company in writing not more earlier than once) within thirty (30) days the day after the fourth business day, and not later than 30 days, after the date of this Agreement, upon which notice by shall specify the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which be purchased by the Underwriter is exercising Underwriters and the option, as well as the date, time and place date on which such shares are to be purchased. Such date may be no later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be delivered. Such time of delivery may be the day ofpurchased hereunder, but may each Underwriter agrees, severally and not be earlier thanjointly, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares, the Company agrees to furnish or cause Shares to be furnished to purchased as the Underwriter the certificates, letters and opinions, and to satisfy all conditions, number of Firm Shares set forth in Section 6 hereof at Schedule I hereto opposite the Additional Closing Date. (c) In making this Agreement, name of such Underwriter bears to the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the total number of Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise terms of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares are as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

Purchase and Sale of Shares. (a) Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of [______] Dollars and [______] Cents ($[ ] [____]) per share (the “Per Share Price”), "PER SHARE PRICE") the number of Firm Shares to be sold purchased by the Company such Underwriter as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder Underwriter in Schedule SCHEDULE I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter Underwriters the right to purchase at its election their election, in whole or in part up part, from time to 120,000 Additional time, the Option Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder Any such election to purchase Option Shares may be exercised by written notice from the Representative to the Company, given at any time anytime (but not more than once) within thirty (30) a period of 45 calendar days after the date of this Agreement, upon notice by the Underwriter to the Company which sets Agreement and setting forth the aggregate number of Additional Option Shares as to which be purchased and the Underwriter is exercising the option, as well as the date, time and place date on which such Additional Option Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the UnderwriterRepresentative, but if at any time other in no event earlier than the Closing DateFirst Time of Delivery (as hereinafter defined) or, shall not be unless the Representative otherwise agrees in writing, earlier than two nor or later than ten full business days after delivery the date of such notice to exercisenotice. In the event the Underwriter elects Underwriters elect to purchase all or a portion of the Additional Option Shares, the Company agrees to furnish or cause to be furnished to the Underwriter Representative the certificates, letters and opinions, and to satisfy all conditions, conditions set forth in Section 6 7 hereof at the Additional Closing DateSubsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, the each Underwriter is contractingcontracting severally, and not jointly, and except as provided in Section 3(bSections 2(b) and 9 hereof, the agreement of each Underwriter is to purchase only the Firm Sharesthat number of shares specified with respect to that Underwriter in SCHEDULE I hereto. The No Underwriter shall not be under any obligation to purchase any Additional Option Shares prior to an exercise of the option with respect to such Option Shares granted pursuant to Section 3(b2(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.