Common use of Purchase, Delivery and Sale of the Shares Clause in Contracts

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance with

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements, herein contained, the Company agrees to issue and sell to the Underwriter and the Underwriter agrees to buy from the Company, an aggregate of 1,500,000 Shares at $5.06 per Share (the public offering price less 8%), at the place and time herein specified. The price at which the Underwriter shall sell the Shares to the public shall be $5.50 per Share. The initial 1,500,000 Shares may be hereinafter referred to from time to time as the "First Shares." Delivery of the First Shares against payment therefor shall take place at the offices of the Underwriter, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place as may be designated by agreement between the Underwriter and the Company) at 9:30 a.m., New York time, on such date after the Registration Statement has become effective under the Act as the Underwriter shall designate, but not later than three business days following the first date that any of the Shares are released to the Underwriter, such time and date of payment and delivery for the First Shares being hereinafter referred to as the "First Closing Date." (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectusherein contained, the Underwriters are Company hereby granted grants an option to the Underwriter (the "Over-Allotment Option") to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price an additional 225,000 Over-Allotment Shares to be paid per share for the Option Shares will be cover overallotments at the same price per Share as the price per Firm Share Underwriter shall pay for the First Shares. This option may be exercised one or more times within 45 days after the Effective Date upon written notice by the Underwriter to the Company advising as to the amount of Over-Allotment Shares to which the option is being exercised. Delivery of the Over-Allotment Shares against payment therefor shall take place at the offices of the Underwriter as identified above (or at such other place as may be designated by agreement between the Underwriter and the Company) on such date as shall be determined by the Underwriter but shall not be earlier than four nor later than 10 full business days after each exercise of the Over-Allotment Option (but in no event more than 55 days after the Effective Date), nor in any event prior to the First Closing Date (each such closing for the purchase of Over-Allotment Shares, together with the First Closing Date, a "Closing Date"). The Over-Allotment Option may be exercised only to cover over-allotments in the sale by the Underwriter of the First Shares. No Over-Allotment Shares shall be delivered unless all First Shares shall have been delivered to the Underwriter as provided herein. (c) The Company will make the certificates for the Shares available to you for checking at least two full business days prior to each Closing Date. The certificates shall be in such names and denominations as you may request, at least three full business days prior to each Closing Date. Definitive certificates in negotiable form for the Shares to be purchased by the Underwriter hereunder will be delivered by the Company to you on each Closing Date for your account against payment of the respective purchase prices by the Underwriter, by wire transfer payable to the order of the Company. It is understood that the Underwriter proposes to offer the Shares to be purchased hereunder to the public upon the terms and conditions set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to Registration Statement, after the Company in accordance withRegistration Statement becomes effective.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements, herein contained, the Company agrees to issue and sell to the Underwriter and the Underwriter agrees to buy from the Company, an aggregate of 3,000,000 Shares at $ per Share (the offering price less 7%), at the place and time herein specified. The price at which the Underwriter shall sell the Shares to the public shall be $ per Share. Delivery of the Primary Offering Shares against payment therefor shall take place at the offices of the Underwriter, 700 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place as may be designated by agreement between the Underwriter and the Company) at 9:30 a.m., New York time, on such date after the Registration Statement has become effective under the Act as the Underwriter shall designate, but not later than three business days following the first date that any of the Shares are released to the Underwriter, such time and date of payment and delivery for the Primary Offering Shares being hereinafter referred to as the “First Closing Date.” (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectusherein contained, the Underwriters are Company hereby granted grants an option to the Underwriter (the “Over-Allotment Option”) to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price an additional 450,000 Over-Allotment Shares to be paid per share for the Option Shares will be cover over-allotments at the same price per Share as the price per Firm Share set forth in Section 2(a) hereofUnderwriter shall pay for the Primary Offering Shares. The This option granted hereby may be exercised one or more times within 45 days after the Effective Date upon written notice by notice from the Underwriters Underwriter to the Company advising as to the amount of Over-Allotment Shares to which the option is being exercised. Delivery of the Over-Allotment Shares against payment therefor shall take place at the offices of the Underwriter as identified above (or at such other place as may be designated by agreement between the Underwriter and the Company) on such date as shall be determined by the Underwriter but shall not be earlier than four nor later than 10 full business days after each exercise of the Over-Allotment Option (but in accordance withno event more than 55 days after the Effective Date), nor in any event prior to the First Closing Date (each such closing for the purchase of Over-Allotment Shares, together with the First Closing Date, a “Closing Date”). The Over-Allotment Option may be exercised only to cover over-allotments in the sale by the Underwriter of the Primary Offering Shares. No Over- Allotment Shares shall be delivered unless all Primary Offering Shares shall have been delivered to the Underwriter as provided herein. (c) The Company will make the certificates for the Shares available to you for verification at least two full business days prior to each Closing Date. The certificates shall be in such names and denominations as you may request, at least three full business days prior to each Closing Date. Definitive certificates in negotiable form for the Shares to be purchased by the Underwriter hereunder will be delivered by the Company to you on each Closing Date for your account against payment of the respective purchase prices by the Underwriter, by wire transfer payable to the order of the Company.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell Subject to the several Underwriters the respective number terms and conditions of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On this Agreement, and upon the basis of the representations, warranties and agreements of the Company herein contained, the Company agrees to issue and upon the terms but subject sell to the conditions herein set forthUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase buy from the Company the respective number of Firm Shares set forth opposite their names on Schedule ACompany, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] at $7.00 per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer place and time hereinafter specified, 1,500,000 shares of immediately available funds to the order of the CompanyCommon Stock. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and against payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, take place at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000 Xxx Xxxx (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters designated by agreement between you and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m.at 10:00 a.m., New York time, on the fourth (4th) full business day following the date of this AgreementOctober __, 1998, or at such other later time and date as you may designate but not later than seven ten (710) full business days following from the first day that Shares are traded as effective date of the Underwriters and Registration Statement (the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2"Effective Date"), such time and date of payment and delivery for the Shares being herein called the “First "Closing Date”; provided, however, that if ." (c) The Company will make the Company has not made certificates for the Shares to be purchased by the Underwriter hereunder available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone you for inspection at least one (1) full business day prior to the Closing Date until no later than Date. The certificates shall be in such names and denominations as you may request at least two (2) full business days following delivery of copies of the Prospectus prior to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery of the certificates representing the Shares at the time and place specified in this Agreement is a further condition to the obligations of the UnderwritersUnderwriter. Not later than 12:00 noonIf so requested by you, definitive certificates in negotiable form for the Shares, to be purchased by the Underwriter hereunder will be delivered by the Company to you on the Closing Date, against payments of the purchase price therefor, by certified or bank cashier's checks in New York timeClearing House funds, on payable to the second business day following order of the date Company or by wire transfer. However, if eligible, the Shares are released by may be delivered in book entry form using the Underwriters for sale Full Fast facilities of The Depository Trust Company. It is understood that the Underwriter proposes to offer the Shares to be purchased hereunder to the public, upon the Company shall deliver or cause to be delivered copies of terms and conditions set forth in the Prospectus in such quantities and at such places as Registration Statement, after the Underwriters shall requestRegistration Statement becomes effective. (d) Subject On the Closing, the Company will further issue and sell to you or, at your direction, to your respective bona fide officers, for a total purchase price of $150.00, warrants entitling the holders thereof to purchase 150,000 shares of Common Stock, at an initial exercise price of $7.70 per share (the "Underwriter's Warrants") for a period of four (4) years, such period to commence twelve (12) months after the Effective Date. Such Underwriter's Warrants shall contain such other terms and conditions provisions as may be set forth in an agreement with respect thereto (the "Warrant Agreement") executed and delivered by the Company and you simultaneously with the execution and delivery of this Agreement. As provided in the Warrant Agreement, you may designate that the Underwriter's Warrants be issued in varying amounts directly to your respective bona fide officers and on not to you. Such designation will be made by you only if you determine that such issuances would not violate the basis interpretations of the representationsNational Association of Securities Dealers, warranties and agreements contained herein, for Inc. relating to the purposes review of covering any over-allotments in connection with the distribution and sale corporate financing arrangements. The holders of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares Underwriter's Warrants will be entitled to the same price as the price per Firm Share registration rights set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from 10 of the Underwriters to the Company in accordance withWarrant Agreement.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on upon the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectusherein contained, the Underwriters are hereby granted an option Company agrees to purchase all or any part of issue and sell to the Option Shares Underwriter, and the Underwriter agrees to buy from the Company, up at $______ per share, at the place and time hereinafter specified, 1,500,000 shares of Common Stock. (b) Delivery of the Shares against payment therefor shall take place at the offices of Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York (or at such other plaxx xx may bx xxxxxxxxxx xx xxxxxxxxx xxxxxxx xou and the Company) at 10:00 a.m., New York time, on November __, 1997, or at such later time and date as you may designate but not later than ten (10) days from the effective date of the Registration Statement (the "Effective Date"), such time and date of payment and delivery for the Shares being herein called the "Closing Date." (c) The Company will make the certificates for the Shares to be purchased by the Underwriter hereunder available to you for inspection at least one (1) full business Definitive certificates in negotiable form for the Shares, to be purchased by the Underwriter hereunder will be delivered by the Company to you on the Closing Date, against payments of the purchase price therefor, by certified or bank cashier's checks in New York Clearing House funds, payable to the order of the Company. It is understood that the Underwriter proposes to offer the Shares to be purchased hereunder to the public, upon the terms and conditions set forth in the Registration Statement, after the Registration Statement becomes effective. (d) On the Closing, the Company will further issue and sell to you or, at your direction, to your respective bona fide officers, for a total purchase price of $______, warrants entitling the holders thereof to purchase 150,000 shares of Common Stock (which number is equal to 10% of the amount of Shares purchased pursuant to this Agreement), at an aggregate initial exercise price of [ ] Option Shares$_, per share (the "Underwriter's Warrants") for a period of four (4) years, such period to commence twelve (12) months after the Effective Date. Such Underwriter's Warrants shall contain such other terms and provisions as may be set forth in an agreement with respect thereto (the "Warrant Agreement") executed and delivered by the Company and you simultaneously with the execution and delivery of this Agreement. As provided in the Warrant Agreement, you may designate that the Underwriter's Warrants be issued in varying amounts directly to your respective bona fide officers and not to you. Such designation will be made by you only if you determine that such issuances would not violate the interpretations of the National Association of Securities Dealers, Inc. relating to the review of corporate financing arrangements. The purchase price to be paid per share for holders of the Option Shares Underwriter's Warrants will be entitled to the same price as the price per Firm Share registration rights set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from 10 of the Underwriters to the Company in accordance withWarrant Agreement.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell Subject to the several Underwriters the respective number terms and conditions of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On this Agreement, and upon the basis of the representations, warranties and agreements of the Company herein contained, the Company agrees to issue and upon the terms but subject sell to the conditions herein set forthyou, the Underwriters agree, severally and not jointly, you agree to purchase buy from the Company at $_____ per Share at the respective place and time hereinafter specified, the number of Firm Shares set forth opposite their names on your name in Schedule A, subject to adjustment in accordance with Section 10 hereofI hereto (the "Firm Shares"). The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and against payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, take place at the offices of DLA Piper LLP (US) located at X.X. Xxxxxx & Co., Inc., 0000 Xx. Xxxx Xxxxxxxxx XxxxXxxxxx, Xxxxx 0000Xxxxxxxxx, Xxxxxxx, Xxxxxxx Xxx Xxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters designated by agreement between you and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., at 9:30 a.m. New York timetime on ________, on the fourth (4th) full business day following the date of this Agreement1997, or at such other time and date date, not later than seven (7) full three business days following the first day that Shares are traded as the Underwriters and the Company may determine thereafter (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2four business days if the Registration Statement is declared effective after the close of the business day), as you may designate, such time and date of payment and delivery for the Firm Shares being herein called the “"First Closing Date”; provided." Time shall be of the essence and delivery at the time and place specified in this subsection (a) is a further condition to your obligations hereunder. (b) In addition, however, that if the Company has not made available subject to the Underwriters copies terms and conditions of the Prospectus within the time provided in this Agreement, and upon the Underwriters maybasis of the representations, warranties and agreements herein contained, the Company hereby grants you an option to purchase all or any part of an aggregate of 375,000 additional Shares at the same price per Share as you shall pay for the Shares being sold pursuant to the provisions of subsection (a) of this Section 2 (such additional Shares being referred to herein as the "Option Shares"). This option may be exercised on one occasion within 30 business days after the Effective Date upon notice by you to the Company advising it as to the amount of Option Shares as to which the option is being exercised, the names and denominations in their sole discretion, postpone which the Closing Date until no certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than four and not later than two (2) ten full business days following delivery after the exercise of copies said option, nor in any event prior to the First Closing Date, and such time and date is referred to herein as the "Option Closing Date." Delivery of the Prospectus Option Shares against payment therefor shall take place at the offices of X.X. Xxxxxx & Co., Inc., 0000 Xx. Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000. Time shall be of the essence and delivery at the time and place specified in this subsection (b) is a further condition to your obligations hereunder. The Option granted hereunder may be exercised only to cover over- allotments in the Underwriterssale by you of Firm Shares referred to in subsection (a) above. (c) The Company shall deliver, or cause will make the certificates for the Shares to be delivered, a credit representing the Firm Shares purchased by you hereunder available to an account or accounts you for checking at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause least one full business day prior to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date (which are collectively referred to herein as the "Closing Dates" and individually as a "Closing Date"), as the case may be. The certificates shall be in such names and denominations as you may request, against at least two full business days prior to the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price thereforrelevant Closing Dates. Time shall be of the essence, essence and delivery the availability of the certificates at the time and place specified in this Agreement is a further condition to your obligations. Definitive engraved certificates in negotiable form for the obligations Shares to be purchased by you hereunder will be delivered by the Company to you for your account against payment of the Underwriters. Not later than 12:00 noonpurchase price by you, at your option, by certified or bank cashier's checks in New York timeClearing House funds or by wire transfer, on payable to the second business day following order of the Company. In addition, in the event you exercise the option to purchase from the Company all or any portion of the Option Shares pursuant to the provisions of subsection (b) above, payment for such Option Shares shall be made to or upon the order of the Company by you, at your option, by certified or bank cashier's checks payable in New York Clearing House funds or by wire transfer, at the offices of X.X. Xxxxxx & Co., Inc. at the time and date of delivery of such Option Shares as required by the provisions of subsection (b) above, against receipt of the certificates for such Option Shares by you, registered in such names and in such denominations as you may request. It is understood that you propose to offer the Shares are released by the Underwriters for sale to be purchased hereunder to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to public upon the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described set forth in the Registration Statement, after the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withbecomes effective.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell Subject to the several Underwriters the respective number terms and conditions of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On this Agreement, and upon the basis of the representations, warranties and agreements of the Company herein contained, the Company agrees to issue and upon the terms but subject sell to the conditions herein set forthUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase buy from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price at $9.00 per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made Unit at the First Closing Date (andplace and time hereinafter specified, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) 550,000 Units. Delivery by the Company of the Firm Shares to be purchased by Units as well as the Underwriters and Underwriter's Warrant against payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, take place at the offices of DLA Piper LLP (US) located at First Midwest Securities, Inc., 0000 Xxxx Xxxxxxxxx X. Xxxxxxx Xxxx, Xxxxx 0000000, XxxxxxxXxxxxxxxx, Xxxxxxx Xxxxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters designated by agreement between you and the Company, ) at 9:00 a.m. local time on at such date as you may designate within five business days of the third (3rd) full business day following effective date of the Registration Statement or the date which you receive the Prospectus in sufficient quantity to send confirmations of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2)sale, such time and date of payment and delivery for the Firm Units being herein called the “"First Closing Date”; provided, however, that if ." Time shall be of the essence and delivery at the time and place specified in this subsection (a) is a further condition to the obligations of the Underwriter hereunder. Payment shall be made to the order of the Company has not made available on the First Closing Date. (b) In addition, subject to the Underwriters copies terms and conditions of the Prospectus within the time provided in this Agreement, and upon the Underwriters maybasis of the representations, in their sole discretionwarranties and agreements herein contained, postpone the Company hereby grants an option to you to purchase all or any part of an aggregate of an additional 82,500 Units at the same price per Unit as you shall pay for the Firm Units being sold pursuant to the provision of subsection (a) of this Section 2. This option may be exercised within thirty (30) days after the First Closing Date until no upon notice by you to the Company advising it as to the amount of Option Units as to which the option is being exercised, the names and denominations in which the certificates for such Option Units are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than four and not later than two (2) ten full business days following delivery after the exercise of copies said option, nor in any event prior to the First Closing Date, and such time and date is referred to herein as the "Option Closing Date." Delivery of the Prospectus Option Units against payment therefor shall take place at the offices of the Underwriter. Time shall be of the essence and delivery at the time and place specified in this subsection (b) is a further condition to your obligations hereunder. The Option granted hereunder may be exercised only to cover over-allotments in the Underwriterssale by the Underwriter of Firm Units referred to in subsection (a) above. (c) The On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company shall deliversell to you individually, or cause to be deliveredand/or your designated officers, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against as defined below, for $100, Underwriter's Warrants to purchase an aggregate of up to 55,000 Underwriter's Warrant Units. The price, terms and provisions of the irrevocable release Underwriter's Warrant Units and the respective rights and obligations of a wire transfer the Company and the holders of immediately available funds the Underwriter's Warrants and/or Underwriter's Warrant Units and the components thereof are set forth in the Underwriter's Warrant between the Company and the Underwriter. (d) The Company will make the certificates for the amount of securities comprising the purchase price therefor. The Company shall also deliver, or cause Units to be delivered, a credit representing purchased by the Option Shares Underwriter hereunder available to an account or accounts you for examination at DTC for the accounts of the Underwriters, at least two full business days prior to the First Closing Date or the Option Closing Date (which are collectively referred to herein as the "Closing Dates" and individually as a "Closing Date"), as the case may be. The certificates shall be in such names and denominations as you may request, against at least two full business days prior to the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price thereforrelevant Closing Dates. Time shall be of the essence, essence and delivery the availability of the certificates at the time and place specified in this Agreement is a further condition to the obligations of the UnderwritersUnderwriter. Not Definitive engraved certificates in negotiable form for the Firm Units and the Option Units to be purchased by the Underwriter hereunder will be delivered by the Company to you for your account against payment of the purchase price by you by certified or bank cashier's checks in certified funds, payable to the order of the Company. In addition, in the event you exercise the option to purchase from the Company all or any portion of the Option Units pursuant to the provisions of subsection (b) above, payment for such Option Units shall be made to or upon the order of the Company not later than 12:00 noon, New York time, on ten (10) business days after the second business day following Option Closing Date by certified checks at the time and date the Shares are released of delivery of such Option Units as required by the Underwriters provisions of subsection (b) above, against receipt of the certificates for sale such Option Units by you for your account, registered in such names and in such denominations as you may request. It is understood that the Underwriter proposes to offer the Units to be purchased hereunder to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to public upon the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described set forth in the Registration Statement, after the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withbecomes effective.

Purchase, Delivery and Sale of the Shares. (a) The Upon the terms herein set forth, (i) the Company agrees to issue and sell to the several Underwriters the respective Company Firm Shares and (ii) the Selling Stockholders agree to sell to the several Underwriters the Selling Stockholder Firm Shares, each Selling Stockholder selling the number of Selling Stockholder Firm Shares set forth opposite the such Selling Stockholder’s name of such Underwriter in on Schedule A hereto. B. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. A. The purchase price per Firm Share to be paid by the several Underwriters to the Company and the Selling Stockholders shall be U.S.$$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in if applicable, at the case Option Closing Date) by wire transfer of immediately available funds to the order of the Option SharesCompany. Payment for the Firm Shares to be sold by the Selling Stockholders shall be made at the First Closing Date (and, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the CompanyCustodian. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] 6:00 a.m. New York San Francisco time, at the offices of DLA Piper Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company), (i) on the third (3rd) full business day following the date of this Agreement, or, (ii) if this Agreement is executed and delivered after 1:30 p.m.P.M., New York San Francisco time, on the fourth (4th) full business day following the date of this Agreement, Agreement or (iii) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 23 hereof), such time and date of payment and delivery being herein called the “First Closing Date”; ;” provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company and the Selling Stockholders shall deliver, or cause to be delivered, delivered a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for to the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and the Selling Stockholders shall also deliver, or cause to be delivered, delivered a credit representing the Option Shares to an account or accounts at DTC for The Depository Trust Company to the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, noon on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option SharesCompany and the Selling Stockholders. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a3(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company and the Selling Stockholders in accordance withwith Section 3(e) hereof solely by the Underwriters as to all or any part of the Option Shares at any time within thirty (30) days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Shares prior to the exercise by the Underwriters of such option in accordance with Section 3(e) hereof. (e) The option granted pursuant to Section 3(d) may be exercised by Xxxxxxxx Curhan Ford & Co. by giving oral notice to the Company and the Selling Stockholders, which must be confirmed by a letter or facsimile setting forth the number of Option Shares to be purchased by the Underwriter, the date and time for delivery of and payment for the Option Shares to be purchased and stating that the Option Shares referred to therein are to be used for the sole purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares by the Underwriter. If such notice is given prior to the First Closing Date, the date set forth therein for such delivery and payment will be the First Closing Date. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment will not be earlier than two (2) full business days thereafter. In either event, the date so set forth will not be more than fifteen (15) full business days after the date of such notice. The date and time set forth in such notice is herein called the “Option Closing Date.” Upon exercise of such option, through the Underwriters’ delivery of the aforementioned notice, the Company and the Selling Stockholders will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth in this Section 3(e) hereof, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares and (ii) the Company and each Selling Stockholder agrees, severally and not jointly, to sell the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Option Shares to be sold as the number of Option Shares set forth in Schedule B opposite the name of such Selling Stockholder (or, in the case of the Company, as the number of Option Shares to be sold by the Company as set forth in the paragraph “Introductory” of this Agreement) bears to the total number of Option Shares. The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company and the Selling Stockholders. (f) Payment for any Option Shares purchased will be made to the Company and the Selling Stockholders by wire transfer in immediately-available funds to the order of the Company and the Custodian, respectively, against delivery of the Option Shares purchased by the Underwriter at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP (or at such other location as the Underwriters, the Company and the Selling Stockholders may agree). (g) Unless the Shares are to be delivered by a “fast” transfer, the Company and the Selling Stockholders will make the certificates for the Shares to be purchased by the Underwriters hereunder available to the Underwriters for inspection, checking and packaging at the office of the Company’s transfer agent or correspondent in [ ], not less than one (1) full business day prior to the First Closing Date and the Option Closing Date, as the case may be (both of which are collectively referred to herein as the “Closing Dates”). The certificates representing the Shares shall be in such names and denominations as the Underwriters may request at least two (2) full business days prior to the respective Closing Dates. In the event that the Underwriters determine to utilize DTC, the parties will use their best efforts to make the offering of the Shares “DTC eligible” and to comply with the procedures thereof.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements, herein contained, the Company agrees to issue and sell to the Underwriter and the Underwriter agrees to buy from the Company, an aggregate of 2,000,000 Shares at $5.06 per Share (the public offering price less 8%), at the place and time herein specified. The price at which the Underwriter shall sell the Shares to the public shall be $5.50 per Share. The initial 2,000,000 Shares may be hereinafter referred to from time to time as the “First Shares.” Delivery of the First Shares against payment therefor shall take place at the offices of the Underwriter, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place as may be designated by agreement between the Underwriter and the Company) at 9:30 a.m., New York time, on such date after the Registration Statement has become effective under the Act as the Underwriter shall designate, but not later than three business days following the first date that any of the Shares are released to the Underwriter, such time and date of payment and delivery for the First Shares being hereinafter referred to as the “First Closing Date.” (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectusherein contained, the Underwriters are Company hereby granted grants an option to the Underwriter (the “Over-Allotment Option”) to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price an additional 300,000 Over-Allotment Shares to be paid per share for the Option Shares will be cover over-allotments at the same price per Share as the price per Firm Share set forth in Section 2(a) hereofUnderwriter shall pay for the First Shares. The This option granted hereby may be exercised one or more times within 45 days after the Effective Date upon written notice by notice from the Underwriters Underwriter to the Company advising as to the amount of Over-Allotment Shares to which the option is being exercised. Delivery of the Over-Allotment Shares against payment therefor shall take place at the offices of the Underwriter as identified above (or at such other place as may be designated by agreement between the Underwriter and the Company) on such date as shall be determined by the Underwriter but shall not be earlier than four nor later than 10 full business days after each exercise of the Over-Allotment Option (but in accordance withno event more than 55 days after the Effective Date), nor in any event prior to the First Closing Date (each such closing for the purchase of Over-Allotment Shares, together with the First Closing Date, a “Closing Date”). The Over-Allotment Option may be exercised only to cover over-allotments in the sale by the Underwriter of the First Shares. No Over-Allotment Shares shall be delivered unless all First Shares shall have been delivered to the Underwriter as provided herein. (c) The Company will make the certificates for the Shares available to you for verification at least two full business days prior to each Closing Date. The certificates shall be in such names and denominations as you may request, at least three full business days prior to each Closing Date. Definitive certificates in negotiable form for the Shares to be purchased by the Underwriter hereunder will be delivered by the Company to you on each Closing Date for your account against payment of the respective purchase prices by the Underwriter, by wire transfer payable to the order of the Company.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements, herein contained, the Company agrees to issue and sell to the Underwriter and the Underwriter agrees to buy from the Company, an aggregate of 2,000,000 Shares at $5.06 per Share (the public offering price less 8%), at the place and time herein specified. The price at which the Underwriter shall sell the Shares to the public shall be $5.50 per Share. The initial 2,000,000 Shares may be hereinafter referred to from time to time as the "First Shares." Delivery of the First Shares against payment therefor shall take place at the offices of the Underwriter, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place as may be designated by agreement between the Underwriter and the Company) at 9:30 a.m., New York time, on such date after the Registration Statement has become effective under the Act as the Underwriter shall designate, but not later than three business days following the first date that any of the Shares are released to the Underwriter, such time and date of payment and delivery for the First Shares being hereinafter referred to as the "First Closing Date." (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectusherein contained, the Underwriters are Company hereby granted grants an option to the Underwriter (the "Over-Allotment Option") to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price an additional 300,000 Over-Allotment Shares to be paid per share for the Option Shares will be cover over-allotments at the same price per Share as the price per Firm Share set forth in Section 2(a) hereofUnderwriter shall pay for the First Shares. The This option granted hereby may be exercised one or more times within 45 days after the Effective Date upon written notice by notice from the Underwriters Underwriter to the Company advising as to the amount of Over-Allotment Shares to which the option is being exercised. Delivery of the Over-Allotment Shares against payment therefor shall take place at the offices of the Underwriter as identified above (or at such other place as may be designated by agreement between the Underwriter and the Company) on such date as shall be determined by the Underwriter but shall not be earlier than four nor later than 10 full business days after each exercise of the Over-Allotment Option (but in accordance withno event more than 55 days after the Effective Date), nor in any event prior to the First Closing Date (each such closing for the purchase of Over-Allotment Shares, together with the First Closing Date, a "Closing Date"). The Over-Allotment Option may be exercised only to cover over-allotments in the sale by the Underwriter of the First Shares. No Over-Allotment Shares shall be delivered unless all First Shares shall have been delivered to the Underwriter as provided herein. (c) The Company will make the certificates for the Shares available to you for verification at least two full business days prior to each Closing Date. The certificates shall be in such names and denominations as you may request, at least three full business days prior to each Closing Date. Definitive certificates in negotiable form for the Shares to be purchased by the Underwriter hereunder will be delivered by the Company to you on each Closing Date for your account against payment of the respective purchase prices by the Underwriter, by wire transfer payable to the order of the Company.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on upon the basis of the representations, warranties and agreements contained hereinherein contained, for the purposes of covering any over-allotments in connection with Company agrees to issue and sell to the distribution Underwriter, and sale the Underwriter agrees to buy from the Company at $_____ per Unit (between $4.25 and $5.25 per Unit) at the place and time hereinafter specified, 1,500,000 Units. Delivery of the Firm Shares Units as described in well as the Underwriter's Warrant against payment therefor shall take place at the offices of Xxxxxxx Xxxxxxx, Inc., 0000 Xxxxxxxxx Xxxxx Xxxx., Xxxxxxxxx, XX 00000 (or at such other place as may be designated by agreement between you and the Company) at 9:00 a.m. local time on January __, 1997 or at such later time and date as you may designate within ten business days of the effective date of the Registration Statement or the date which you receive the Prospectus in sufficient quantity to send confirmations of sale, such time and Pricing Prospectusdate of delivery for the Firm Units being herein called the "First Closing Date." Time shall be of the essence and delivery at the time and place specified in this subsection (a) is a further condition to the obligations of the Underwriter hereunder. Payment shall be made to the order of the Company on the First Closing Date. (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements herein contained, the Underwriters are Company hereby granted grants an option to you to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be an additional 225,000 Units at the same price per Unit as you shall pay for the price per Firm Share set forth in Units being sold pursuant to the provision of subsection (a) of this Section 2(a) hereof2. The This option granted hereby may be exercised within thirty (30) days after the First Closing Date upon notice by notice from the Underwriters you to the Company advising it as to the amount of Option Units as to which the option is being exercised, the names and denominations in accordance withwhich the certificates for such Option Units are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than four and not later than ten full business days after the exercise of said option, nor in any event prior to the First Closing Date, and such time and date is referred to herein as the "Option Closing Date." Delivery of the Option Units against payment therefor shall take place at the offices of the Underwriter. Time shall be of the essence and delivery at the time and place specified in this subsection (b) is a further condition to your obligations hereunder. The Option granted hereunder may be exercised only to cover over-allotments in the sale by the Underwriter of Firm Units referred to in subsection (a) above. (c) On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company shall sell to you individually, and/or your designated officers, at the First Closing Date, as defined below, for $100, Underwriter's Warrants to purchase an aggregate of up to 150,000 Underwriter's Warrant

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell Subject to the several Underwriters the respective number terms and conditions of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On this Agreement, and upon the basis of the representations, warranties and agreements of the Company herein contained, the Company agrees to issue and upon the terms but subject sell to the conditions herein set forthyou, the Underwriters agree, severally and not jointly, you agree to purchase buy from the Company at $_____ per Share at the respective place and time hereinafter specified, the number of Firm Shares set forth opposite their names on your name in Schedule A, subject to adjustment in accordance with Section 10 hereofI hereto (the "Firm Shares"). The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and against payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, take place at the offices of DLA Piper LLP (US) located at X.X. Xxxxxx & Co., Inc., 0000 Xx. Xxxx Xxxxxxxxx XxxxXxxxxx, Xxxxx 0000Xxxxxxxxx, Xxxxxxx, Xxxxxxx Xxx Xxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters designated by agreement between you and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., at 9:30 a.m. New York timetime on ________, on the fourth (4th) full business day following the date of this Agreement1997, or at such other time and date date, not later than seven (7) full three business days following the first day that Shares are traded as the Underwriters and the Company may determine thereafter (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2four business days if the Registration Statement is declared effective after the close of the business day), as you may designate, such time and date of payment and delivery for the Firm Shares being herein called the “"First Closing Date”; provided." Time shall be of the essence and delivery at the time and place specified in this subsection (a) is a further condition to your obligations hereunder. (b) In addition, however, that if the Company has not made available subject to the Underwriters copies terms and conditions of the Prospectus within the time provided in this Agreement, and upon the Underwriters maybasis of the representations, warranties and agreements herein contained, the Company hereby grants you an option to purchase all or any part of an aggregate of 480,000 additional Shares at the same price per Share as you shall pay for the Shares being sold pursuant to the provisions of subsection (a) of this Section 2 (such additional Shares being referred to herein as the "Option Shares"). This option may be exercised on one occasion within 30 business days after the Effective Date upon notice by you to the Company advising it as to the amount of Option Shares as to which the option is being exercised, the names and denominations in their sole discretion, postpone which the Closing Date until no certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than four and not later than two (2) ten full business days following delivery after the exercise of copies said option, nor in any event prior to the First Closing Date, and such time and date is referred to herein as the "Option Closing Date." Delivery of the Prospectus Option Shares against payment therefor shall take place at the offices of X.X. Xxxxxx & Co., Inc., 0000 Xx. Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000. Time shall be of the essence and delivery at the time and place specified in this subsection (b) is a further condition to your obligations hereunder. The Option granted hereunder may be exercised only to cover over-allotments in the Underwriterssale by you of Firm Shares referred to in subsection (a) above. (c) The Company shall deliver, or cause will make the certificates for the Shares to be delivered, a credit representing the Firm Shares purchased by you hereunder available to an account or accounts you for checking at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause least one full business day prior to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date (which are collectively referred to herein as the "Closing Dates" and individually as a "Closing Date"), as the case may be. The certificates shall be in such names and denominations as you may request, against at least two full business days prior to the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price thereforrelevant Closing Dates. Time shall be of the essence, essence and delivery the availability of the certificates at the time and place specified in this Agreement is a further condition to your obligations. Definitive engraved certificates in negotiable form for the obligations Shares to be purchased by you hereunder will be delivered by the Company to you for your account against payment of the Underwriters. Not later than 12:00 noonpurchase price by you, at your option, by certified or bank cashier's checks in New York timeClearing House funds or by wire transfer, on payable to the second business day following order of the Company. In addition, in the event you exercise the option to purchase from the Company all or any portion of the Option Shares pursuant to the provisions of subsection (b) above, payment for such Option Shares shall be made to or upon the order of the Company by you, at your option, by certified or bank cashier's checks payable in New York Clearing House funds or by wire transfer, at the offices of X.X. Xxxxxx & Co., Inc. at the time and date of delivery of such Option Shares as required by the provisions of subsection (b) above, against receipt of the certificates for such Option Shares by you, registered in such names and in such denominations as you may request. It is understood that you propose to offer the Shares are released by the Underwriters for sale to be purchased hereunder to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to public upon the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described set forth in the Registration Statement, after the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withbecomes effective.

Purchase, Delivery and Sale of the Shares. (a) The Upon the basis of the representations and warranties of Xxxxxxxx Curhan Ford & Co. herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 8 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] 9:00 a.m. New York time, at the offices of DLA Piper LLP (US) located at Xxxxxxx Procter LLP, 0000 Xxxx Xxxxxxxxx XxxxXxxxx, Xxxxx 0000Xxx Xxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxxxx 00000 (the “DLA Piper Phoenix Xxxxxxx Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m.4:30 P.M., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withwith Section 2(e) hereof solely by the Underwriters as to all or any part of the Option Shares at any time within thirty (30) days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Shares prior to the exercise by the Underwriters of such option in accordance with Section 2(e) hereof. (e) The option granted pursuant to Section 2(d) hereof may be exercised by Xxxxxxxx Curhan Ford & Co. by giving notice to the Company, which must be confirmed by a letter or facsimile setting forth the number of Option Shares to be purchased by the Underwriters, the date and time for delivery of and payment for the Option Shares to be purchased and stating that the Option Shares referred to therein are to be used for the sole purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares by the Underwriters. If such notice is given prior to the First Closing Date, the date set forth therein for such delivery and payment will be the First Closing Date. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment will not be earlier than two (2) full business days thereafter and not more than five (5) full business days after the date of such notice. The date and time set forth in such notice is herein called the “Option Closing Date.” Upon exercise of such option, through the Underwriters’ delivery of the aforementioned notice, the Company will become obligated to sell to the Underwriters, and, subject to the terms and conditions set forth in this Section 2(e), the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject to any adjustment in accordance with Section 8 hereof and (ii) the Company agrees to sell such number of Option Shares. The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (f) Payment for any Option Shares purchased will be made to the Company by wire transfer in immediately-available funds to the order of the Company, against delivery of the Option Shares purchased by the Underwriters at the Xxxxxxx Office (or at such other location as the Underwriters and the Company may agree). (g) The parties will use their best efforts to make the offering of the Shares “DTC eligible” and to comply with the procedures thereof. In the event that the Underwriters determine not to utilize DTC, the Company will make the certificates for the Shares to be purchased by the Underwriters hereunder available to the Underwriters for inspection, checking and packaging at the office of the Company’s transfer agent or correspondent in San Francisco, CA, not less than one (1) full business day prior to the First Closing Date and the Option Closing Date, as the case may be. The certificates representing the Shares shall be in such names and denominations as the Underwriters may request at least two (2) full business days prior to the respective Closing Date.

Purchase, Delivery and Sale of the Shares. (a) The Upon the basis of the representations, warranties and agreements of the Underwriters herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On Upon the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 9 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] ___ per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] 9:00 a.m. New York time, at the offices of DLA Piper LLP (US) located at US LLP, 0000 Xxxx Xxxxxxxxx Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx XX 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m.P.M., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements of the Company contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company, in accordance with Section 2(e) hereof solely by the Underwriters as to all or any part of the Option Shares at any time within 30 days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Shares prior to the exercise by the Underwriters of such option in accordance with Section 2(d) hereof. (d) The option granted pursuant to Section 2(c) hereof may be exercised by Xxxxxxxx Curhan Ford & Co. by giving notice to the Company, which must be confirmed by a letter or facsimile setting forth the number of Option Shares to be purchased by the Underwriters, the date and time for delivery of and payment for the Option Shares to be purchased and stating that the Option Shares referred to therein are to be used for the sole purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares by the Underwriters. If such notice is given prior to the First Closing Date, the date set forth therein for such delivery and payment will be the First Closing Date. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment will not be earlier than two full business days thereafter. In either event, the date so set forth will not be more than 15 full business days after the date of such notice. The date and time set forth in such notice is herein called the “Option Closing Date.” Upon exercise of such option, through the Underwriters’ delivery of the aforementioned notice, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth in this Section 2(d), the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject to any adjustment in accordance with Section 8. The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (e) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, noon on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (df) Subject Unless the Shares are to be delivered by a “fast” transfer, the Company will make the certificates for the Shares to be purchased by the Underwriters hereunder available to the terms Underwriters for inspection, checking and conditions of this Agreement, and on packaging at the basis office of the representationsCompany’s transfer agent or correspondent in San Francisco, warranties California, not less than one full business day prior to the First Closing Date and agreements contained hereinthe Option Closing Date, for as the purposes case may be (both of covering any over-allotments which are collectively referred to herein as the “Closing Dates”). The certificates representing the Shares shall be in connection such names and denominations as the Underwriters may request at least two full business days prior to the respective Closing Dates. In the event that the Underwriters determine to utilize DTC, the parties will use their best efforts to make the offering of the Shares “DTC eligible” and to comply with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withprocedures thereof.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements, herein contained, the Company agrees to issue and sell to the Underwriter and the Underwriter agrees to buy from the Company, an aggregate of 2,000,000 Shares at $5.06 per Share (the public offering price less 8%), at the place and time herein specified. The price at which the Underwriter shall sell the Shares to the public shall be $5.50 per Share. The initial 2,000,000 Shares may be hereinafter referred to from time to time as the “First Shares.” Delivery of the First Shares against payment therefor shall take place at the offices of the Underwriter, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place as may be designated by agreement between the Underwriter and the Company) at 9:30 a.m., New York time, on such date after the Registration Statement has become effective under the Act as the Underwriter shall designate, but not later than three business days following the first date that any of the Shares are released to the Underwriter, such time and date of payment and delivery for the First Shares being hereinafter referred to as the “First Closing Date.” (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectusherein contained, the Underwriters are Company hereby granted grants an option to the Underwriter (the “Over-Allotment Option”) to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price an additional 300,000 Over-Allotment Shares to be paid per share for the Option Shares will be cover over-allotments at the same price per Share as the price per Firm Share set forth in Section 2(a) hereofUnderwriter shall pay for the First Shares. The This option granted hereby may be exercised one or more times within 45 days after the Effective Date upon written notice by notice from the Underwriters Underwriter to the Company advising as to the amount of Over-Allotment Shares to which the option is being exercised. Delivery of the Over-Allotment Shares against payment therefor shall take place at the offices of the Underwriter as identified above (or at such other place as may be designated by agreement between the Underwriter and the Company) on such date as shall be determined by the Underwriter but shall not be earlier than four nor later than 10 full business days after each exercise of the Over-Allotment Option (but in accordance withno event more than 55 days after the Effective Date), nor in any event prior to the First Closing Date (each such closing for the purchase of Over-Allotment Shares, together with the First Closing Date, a “Closing Date”). The Over-Allotment Option may be exercised only to cover over-allotments in the sale by the Underwriter of the First Shares. No Over-Allotment Shares shall be delivered unless all First Shares shall have been delivered to the Underwriter as provided herein. (c) The Company will make the certificates for the Shares available to you for verification at least two full business days prior to each Closing Date. The certificates shall be in such names and denominations as you may request, at least three full business days prior to each Closing Date. Definitive certificates in negotiable form for the Shares to be purchased by the Underwriter hereunder will be delivered by the Company to you on each Closing Date for your account against payment of the respective purchase prices by the Underwriter, by wire transfer payable to the order of the Company. 8935\3\864942.3 864942.4

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on upon the basis of the representations, warranties and agreements contained hereinherein contained, for the purposes Company agrees to issue and sell to you, and you agree to buy from the Company at $______ per Share at the place and time hereinafter specified, the number of covering any over-allotments Shares set forth opposite your name in connection with Schedule I hereto (the distribution and sale "Firm Shares"). Delivery of the Firm Shares against payment therefor shall take place at the offices of H.J. Xxxxxx & Xo., Inc., 1895 Xx. Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (xx at such other place as described in may be designated by agreement between you and the Company) at 9:30 a.m. New York time on ______________, 1997, or at such other time and date, not later than three business days thereafter (or four business days if the Registration Statement is declared effective after the close of the business day), as you may designate, such time and Pricing Prospectusdate of payment and delivery for the Firm Shares being herein called the "First Closing Date." Time shall be of the essence and delivery at the time and place specified in this subsection (a) is a further condition to your obligations hereunder. (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements herein contained, the Underwriters are Company hereby granted grants you an option to purchase all or any part of an aggregate of 240,000 additional Shares at the same price per Share as you shall pay for the Shares being sold pursuant to the provisions of subsection (a) of this Section 2 (such additional Shares being referred to herein as the "Option Shares"). This option may be exercised on one occasion within 30 business days after the Effective Date upon notice by you to the Company advising it as to the amount of Option Shares as to which the option is being exercised, the names and denominations in which the certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than four and not later than ten full business days after the exercise of said option, nor in any event prior to the First Closing Date, and such time and date is referred to herein as the "Option Closing Date." Delivery of the Option Shares from against payment therefor shall take place at the Companyoffices of H.J. Xxxxxx & Xo., up Inc., 1895 Xx. Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000. Xime shall be of the essence and delivery at the time and place specified in this subsection (b) is a further condition to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withyour obligations hereunder.

Purchase, Delivery and Sale of the Shares. (a) The Upon the basis of the representations and warranties of Xxxxxxxx Curhan Ford & Co. herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company and the Selling Stockholder herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 9 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] U.S.$6.045 per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] 9:00 a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Holland & Knight LLP, 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx XX 00000 (the “DLA Piper Phoenix H&K New York Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m.P.M., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 23), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, noon on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option SharesSelling Stockholder. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a3(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company Company, the Custodian and the Selling Stockholder in accordance withwith Section 3(e) hereof solely by the Underwriters as to all or any part of the Option Shares at any time within thirty (30) days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Shares prior to the exercise by the Underwriters of such option in accordance with Section 3(e) hereof. (e) The option granted pursuant to Section 3(d) hereof may be exercised by Xxxxxxxx Curhan Ford & Co. by giving notice to the Company, the Custodian and the Selling Stockholder, which must be confirmed by a letter or facsimile setting forth the number of Option Shares to be purchased by the Underwriters, the date and time for delivery of and payment for the Option Shares to be purchased and stating that the Option Shares referred to therein are to be used for the sole purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares by the Underwriters. If such notice is given prior to the First Closing Date, the date set forth therein for such delivery and payment will be the First Closing Date. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment will not be earlier than two (2) full business days thereafter. In either event, the date so set forth will not be more than fifteen (15) full business days after the date of such notice. The date and time set forth in such notice is herein called the “Option Closing Date.” Upon exercise of such option, through the Underwriters’ delivery of the aforementioned notice, the Custodian will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth in this Section 3(e), the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject to any adjustment in accordance with Section 9 hereof and (ii) the Selling Stockholder agrees to sell in the aggregate up to the number of Option Shares set forth on Schedule B. The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Custodian. (f) Payment for any Option Shares purchased will be made to the Custodian by wire transfer in immediately-available funds to the order of the Company, against delivery of the Option Shares purchased by the Underwriters at the H&K New York Office (or at such other location as the Underwriters and the Custodian may agree). (g) Unless the Shares are to be delivered by a “fast” transfer, the Company and the Selling Stockholder will make the certificates for the Shares to be purchased by the Underwriters hereunder available to the Underwriters for inspection, checking and packaging at the office of the Company’s transfer agent or correspondent in San Francisco, CA, not less than one (1) full business day prior to the First Closing Date and the Option Closing Date, as the case may be (both of which are collectively referred to herein as the “Closing Dates”). The certificates representing the Shares shall be in such names and denominations as the Underwriters may request at least two (2) full business days prior to the respective Closing Dates. In the event that the Underwriters determine to utilize DTC, the parties will use their best efforts to make the offering of the Shares “DTC eligible” and to comply with the procedures thereof.

Purchase, Delivery and Sale of the Shares. (a) The Upon the basis of the representations and warranties of Xxxxxxxx Curhan Ford & Co. herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 8 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] 9:00 a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxx, 000 Xxxxxxxxxxx Xxxx, Xxxxx 0000Xxxx, Xxxxxxx, Xxxxxxx XX 00000 (the “DLA Piper Phoenix Xxxxxx Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m.4:30 P.M., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company Company, in accordance withwith Section 2(e) hereof solely by the Underwriters as to all or any part of the Option Shares at any time within thirty (30) days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Shares prior to the exercise by the Underwriters of such option in accordance with Section 2(e) hereof. (e) The option granted pursuant to Section 2(d) hereof may be exercised by Xxxxxxxx Curhan Ford & Co. by giving notice to the Company, which must be confirmed by a letter or facsimile setting forth the number of Option Shares to be purchased by the Underwriters, the date and time for delivery of and payment for the Option Shares to be purchased and stating that the Option Shares referred to therein are to be used for the sole purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares by the Underwriters. If such notice is given prior to the First Closing Date, the date set forth therein for such delivery and payment will be the First Closing Date. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment will not be earlier than two (2) full business days thereafter. In either event, the date so set forth will not be more than fifteen (15) full business days after the date of such notice. The date and time set forth in such notice is herein called the “Option Closing Date.” Upon exercise of such option, through the Underwriters’ delivery of the aforementioned notice, the Company will become obligated to sell to the Underwriters, and, subject to the terms and conditions set forth in this Section 2(e), the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject to any adjustment in accordance with Section 8 hereof and (ii) the Company agrees to sell such number of Option Shares. The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (f) Payment for any Option Shares purchased will be made to the Company by wire transfer in immediately-available funds to the order of the Company, against delivery of the Option Shares purchased by the Underwriters at the Xxxxxx Office (or at such other location as the Underwriters and the Company may agree). (g) Unless the Shares are to be delivered by a “fast” transfer, the Company will make the certificates for the Shares to be purchased by the Underwriters hereunder available to the Underwriters for inspection, checking and packaging at the office of the Company’s transfer agent or correspondent in San Francisco, CA, not less than one (1) full business day prior to the First Closing Date and the Option Closing Date, as the case may be (both of which are collectively referred to herein as the “Closing Dates”). The certificates representing the Shares shall be in such names and denominations as the Underwriters may request at least two (2) full business days prior to the respective Closing Dates. In the event that the Underwriters determine to utilize DTC, the parties will use their best efforts to make the offering of the Shares “DTC eligible” and to comply with the procedures thereof.

Purchase, Delivery and Sale of the Shares. (a) The Upon the basis of the representations, warranties and agreements of SMH Capital herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 8 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ [___] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] 10:00 a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 [ ] (the “DLA Piper Phoenix [ ] Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m.P.M., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 23), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, Company for up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withwith Section 2(e) hereof solely by the Underwriters as to all or any part of the Option Shares at any time within thirty (30) days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Shares prior to the exercise by the Underwriters of such option in accordance with Section 2(e) hereof. (e) The option granted pursuant to Section 2(d) hereof may be exercised by SMH Capital by giving notice to the Company, which must be confirmed by a letter or facsimile setting forth the number of Option Shares to be purchased by the Underwriters, the date and time for delivery of and payment for the Option Shares to be purchased and stating that the Option Shares referred to therein are to be used for the sole purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares by the Underwriters. If such notice is given prior to the First Closing Date, the date set forth therein for such delivery and payment will be the First Closing Date. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment will not be earlier than two (2) full business days thereafter. In either event, the date so set forth will not be more than fifteen (15) full business days after the date of such notice. The date and time set forth in such notice is herein called the “Option Closing Date.” Upon exercise of such option, through the Underwriters’ delivery of the aforementioned notice, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth in this Section 3(e), the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject to any adjustment in accordance with Section 10 hereof and (ii) the Company agrees to sell up to [ ] Option Shares. The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (f) Payment for any Option Shares purchased will be made to the Company by wire transfer in immediately-available funds to the order of the Company and the Custodian, respectively, against delivery of the Option Shares purchased by the Underwriters at the [ ] Office (or at such other location as the Underwriters and the Company may agree). (g) Unless the Shares are to be delivered by a “fast” transfer, the Company will make the certificates for the Shares to be purchased by the Underwriters hereunder available to the Underwriters for inspection, checking and packaging at the office of the Company’s transfer agent or correspondent in New York, NY, not less than one (1) full business day prior to the First Closing Date and the Option Closing Date, as the case may be (both of which are collectively referred to herein as the “Closing Dates”). The certificates representing the Shares shall be in such names and denominations as the Underwriters may request at least two (2) full business days prior to the respective Closing Dates. In the event that the Underwriters determine to utilize DTC, the parties will use their best efforts to make the offering of the Shares “DTC eligible” and to comply with the procedures thereof. (h) At the First Closing, the Company shall grant to the Representative the Underwriter’s Warrant to purchase the Warrant Shares for a five-year period, at an exercise price per share equal to [$___] (110% of the offering price of the Shares) and will not be redeemable by the Company.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell Subject to the several Underwriters the respective number terms and conditions of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On this Agreement, and upon the basis of the representations, warranties and agreements of the Company herein contained, the Company agrees to issue and upon the terms but subject sell to the conditions herein set forthUnderwriters, and the Underwriters agree, severally and not jointly, agree to purchase buy from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price at $10.80 per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made Unit at the First Closing Date (andplace and time hereinafter specified, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) 500,000 Units. Delivery by the Company of the Firm Shares to be purchased by Units as well as the Underwriters and Representative's Warrant against payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, take place at the offices of DLA Piper LLP (US) located at Kensington Securities, Inc., 0000 Xxxx X. Xxxxxxxxx Xxxx, Xxxxx 0000000, XxxxxxxXxxxxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters designated by agreement between you and the Company) at 9:00 a.m. local time on July ___, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, 1997 or at such other later time and date not later than seven (7) full as you may designate within ten business days following of the first day that Shares are traded as effective date of the Underwriters and Registration Statement or the Company may determine (or at such time and date which you receive the Prospectus in sufficient quantity to which payment and delivery shall have been postponed pursuant to this Section 2)send confirmations of sale, such time and date of payment and delivery for the Firm Units being herein called the “"First Closing Date”; provided, however, that if ." Time shall be of the essence and delivery at the time and place specified in this subsection (a) is a further condition to the obligations of the Underwriters hereunder. Payment shall be made to the order of the Company has not made available on the First Closing Date. (b) In addition, subject to the Underwriters copies terms and conditions of the Prospectus within the time provided in this Agreement, and upon the Underwriters maybasis of the representations, in their sole discretionwarranties and agreements herein contained, postpone the Company hereby grants an option to you to purchase all or any part of an aggregate of an additional 75,000 Units at the same price per Unit as you shall pay for the Firm Units being sold pursuant to the provision of subsection (a) of this Section 2. This option may be exercised within thirty (30) days after the First Closing Date until no upon notice by you to the Company advising it as to the amount of Option Units as to which the option is being exercised, the names and denominations in which the certificates for such Option Units are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than four and not later than two (2) ten full business days following delivery after the exercise of copies said option, nor in any event prior to the First Closing Date, and such time and date is referred to herein as the "Option Closing Date." Delivery of the Prospectus to Option Units against payment therefor shall take place at the offices of the Underwriters. Time shall be of the essence and delivery at the time and place specified in this subsection (b) is a further condition to your obligations hereunder. The Option granted hereunder may be exercised only to cover over-allotments in the sale by the Underwriters of Firm Units referred to in subsection (a) above. (c) The On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company shall deliversell to you individually, or cause to be deliveredand/or your designated officers, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against as defined below, for $100, the irrevocable release Representative's Warrant to purchase an aggregate of a wire transfer up to 50,000 Representative's Warrant Units. The price, terms and provisions of immediately available funds the Representative's Warrant Units and the respective rights and obligations of the Company and the holders of the Representative's Warrant and/or Representative's Warrant Units and the components thereof are set forth in the Representative's Warrant between the Company and the Representative. (d) The Company will make the certificates for the amount of securities comprising the purchase price therefor. The Company shall also deliver, or cause Units to be delivered, a credit representing purchased by the Option Shares Underwriters hereunder available to an account or accounts you for examination at DTC for the accounts of the Underwriters, at least two full business days prior to the First Closing Date or the Option Closing Date (which are collectively referred to herein as the "Closing Dates" and individually as a "Closing Date"), as the case may be. The certificates shall be in such names and denominations as you may request, against at least two full business days prior to the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price thereforrelevant Closing Dates. Time shall be of the essence, essence and delivery the availability of the certificates at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on Definitive engraved certificates in negotiable form for the second business day following Firm Units and the date the Shares are released Option Units to be purchased by the Underwriters hereunder will be delivered by the Company to you for sale your account against payment of the purchase price by you by certified or bank cashier's checks in certified funds, payable to the publicorder of the Company. In addition, in the event you exercise the option to purchase from the Company all or any portion of the Option Units pursuant to the provisions of subsection (b) above, payment for such Option Units shall deliver be made to or cause upon the order of the Company not later than ten (10) business days after the Option Closing Date by certified checks at the time and date of delivery of such Option Units as required by the provisions of subsection (b) above, against receipt of the certificates for such Option Units by you for your account, registered in such names and in such denominations as you may request. It is understood that the Underwriters propose to offer the Units to be delivered copies of purchased hereunder to the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to public upon the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described set forth in the Registration Statement, after the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withbecomes effective.

Purchase, Delivery and Sale of the Shares. (a) The Upon the terms herein set forth, (i) the Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. A. The purchase price per Firm Share to be paid by the several Underwriters to the Company shall be U.S.$$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] 9:00 a.m. New York time, at the offices of DLA Piper Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company), (i) on the third (3rd) full business day following the date of this Agreement, or, (ii) if this Agreement is executed and delivered after 1:30 p.m.P.M., New York time, on the fourth (4th) full business day following the date of this Agreement, Agreement or (iii) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 23), such time and date of payment and delivery being herein called the “First Closing Date”; ;” provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for to the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for to the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, noon on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a3(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withwith Section 3(e) hereof solely by the Underwriters as to all or any part of the Option Shares at any time within thirty (30) days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Shares prior to the exercise by the Underwriters of such option in accordance with Section 3(e) hereof. (e) The option granted pursuant to Section 3(d) may be exercised by Xxxxxxxx Curhan Ford & Co. by giving [oral] notice to the Company, which must be confirmed by a letter or facsimile setting forth the number of Option Shares to be purchased by the Underwriters, the date and time for delivery of and payment for the Option Shares to be purchased and stating that the Option Shares referred to therein are to be used for the sole purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares by the Underwriters. If such notice is given prior to the First Closing Date, the date set forth therein for such delivery and payment will be the First Closing Date. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment will not be earlier than two (2) full business days thereafter. In either event, the date so set forth will not be more than fifteen (15) full business days after the date of such notice. The date and time set forth in such notice is herein called the “Option Closing Date.” Upon exercise of such option, through the Underwriters’ delivery of the aforementioned notice, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth in this Section 3(e), the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, and (ii) the Company agrees to sell in the aggregate up to the number of Option Shares set forth in the introductory paragraph of this Agreement. The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (f) Payment for any Option Shares purchased will be made to the Company by wire transfer in immediately-available funds to the order of the Company, against delivery of the Option Shares purchased by the Underwriters at the offices of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (or at such other location as the Underwriters and the Company may agree). (g) Unless the Shares are to be delivered by a “fast” transfer, the Company will make the certificates for the Shares to be purchased by the Underwriters hereunder available to the Underwriters for inspection, checking and packaging at the office of the Company’s transfer agent or correspondent in San Francisco, CA, not less than one (1) full business day prior to the First Closing Date and the Option Closing Date, as the case may be (both of which are collectively referred to herein as the “Closing Dates”). The certificates representing the Shares shall be in such names and denominations as the Underwriters may request at least two (2) full business days prior to the respective Closing Dates. In the event that the Underwriters determine to utilize DTC, the parties will use their best efforts to make the offering of the Shares “DTC eligible” and to comply with the procedures thereof.

Purchase, Delivery and Sale of the Shares. (a) The Upon the basis of the representations and warranties of Xxxxxxxx Curhan Ford & Co. herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 8 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] U.S.$2.5644 per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] 9:00 a.m. New York time, at the offices of DLA Piper LLP (US) located at Xxxxxxx Procter LLP, 0000 Xxxx Xxxxxxxxx XxxxXxxxx, Xxxxx 0000Xxx Xxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxxxx 00000 (the “DLA Piper Phoenix Xxxxxxx Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m.4:30 P.M., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withwith Section 2(e) hereof solely by the Underwriters as to all or any part of the Option Shares at any time within thirty (30) days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Shares prior to the exercise by the Underwriters of such option in accordance with Section 2(e) hereof. (e) The option granted pursuant to Section 2(d) hereof may be exercised by Xxxxxxxx Curhan Ford & Co. by giving notice to the Company, which must be confirmed by a letter or facsimile setting forth the number of Option Shares to be purchased by the Underwriters, the date and time for delivery of and payment for the Option Shares to be purchased and stating that the Option Shares referred to therein are to be used for the sole purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares by the Underwriters. If such notice is given prior to the First Closing Date, the date set forth therein for such delivery and payment will be the First Closing Date. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment will not be earlier than two (2) full business days thereafter and not more than five (5) full business days after the date of such notice. The date and time set forth in such notice is herein called the “Option Closing Date.” Upon exercise of such option, through the Underwriters’ delivery of the aforementioned notice, the Company will become obligated to sell to the Underwriters, and, subject to the terms and conditions set forth in this Section 2(e), the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject to any adjustment in accordance with Section 8 hereof and (ii) the Company agrees to sell such number of Option Shares. The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (f) Payment for any Option Shares purchased will be made to the Company by wire transfer in immediately-available funds to the order of the Company, against delivery of the Option Shares purchased by the Underwriters at the Xxxxxxx Office (or at such other location as the Underwriters and the Company may agree). (g) The parties will use their best efforts to make the offering of the Shares “DTC eligible” and to comply with the procedures thereof. In the event that the Underwriters determine not to utilize DTC, the Company will make the certificates for the Shares to be purchased by the Underwriters hereunder available to the Underwriters for inspection, checking and packaging at the office of the Company’s transfer agent or correspondent in San Francisco, CA, not less than one (1) full business day prior to the First Closing Date and the Option Closing Date, as the case may be. The certificates representing the Shares shall be in such names and denominations as the Underwriters may request at least two (2) full business days prior to the respective Closing Date.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell Subject to the several Underwriters the respective number terms and conditions of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On this Agreement, and upon the basis of the representations, warranties and agreements of the Company herein contained, the Company agrees to issue and upon the terms but subject sell to the conditions herein set forthyou, the Underwriters agree, severally and not jointly, you agree to purchase buy from the Company at $_____ per Share at the respective place and time hereinafter specified, the number of Firm Shares set forth opposite their names on your name in Schedule A, subject to adjustment in accordance with Section 10 hereofI hereto (the "Firm Shares"). The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and against payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, take place at the offices of DLA Piper LLP (US) located at X.X. Xxxxx & Co., Inc., 0000 Xx. Xxxx Xxxxxxxxx XxxxXxxxxx, Xxxxx 0000Xxxxxxxxx, Xxxxxxx, Xxxxxxx Xxx Xxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters designated by agreement between you and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., at 10:00 a.m. New York timetime on ____________ ___, on the fourth (4th) full business day following the date of this Agreement1997, or at such other time and date date, not later than seven (7) full 10 business days following the first day that Shares are traded thereafter, as the Underwriters and the Company you may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2)designate, such time and date of payment and delivery for the Firm Shares being herein called the “"First Closing Date”; provided." Time shall be of the essence and delivery at the time and place specified in this subsection (a) is a further condition to your obligations hereunder. (b) In addition, however, that if the Company has not made available subject to the Underwriters copies terms and conditions of the Prospectus within the time provided in this Agreement, and upon the Underwriters maybasis of the representations, warranties and agreements herein contained, the Company hereby grants you an option to purchase all or any part of an aggregate of 240,000 additional Shares at the same price per Share as you shall pay for the Shares being sold pursuant to the provisions of sub section (a) of this Section 2 (such additional Shares being referred to herein as the "Option Shares"). This option may be exercised on one occasion within 30 business days after the Effective Date upon notice by you to the Company advising it as to the amount of Option Shares as to which the option is being exercised, the names and denominations in their sole discretion, postpone which the Closing Date until no certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than four and not later than two (2) ten full business days following delivery after the exercise of copies said option, nor in any event prior to the First Closing Date, and such time and date is referred to herein as the "Option Closing Date." Delivery of the Prospectus Option Shares against payment therefor shall take place at the offices of X.X. Xxxxxx & Co., Inc., 0000 Xx. Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000. Time shall be of the essence and delivery at the time and place specified in this subsection (b) is a further condition to your obligations hereunder. The Option granted hereunder may be exercised only to cover over-allotments in the Underwriterssale by you of Firm Shares referred to in subsection (a) above. (c) The Company shall deliver, or cause will make the certificates for the Shares to be delivered, a credit representing the Firm Shares purchased by you hereunder available to an account or accounts you for checking at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause least two full business days prior to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date (which are collectively referred to herein as the "Closing Dates" and individually as a "Closing Date"), as the case may be. The certificates shall be in such names and denominations as you may request, against at least two full business days prior to the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price thereforrelevant Closing Dates. Time shall be of the essence, essence and delivery the availability of the certificates at the time and place specified in this Agreement is a further condition to your obligations. Definitive engraved certificates in negotiable form for the obligations Shares to be purchased by you hereunder will be delivered by the Company to you for your account against payment of the Underwriters. Not later than 12:00 noonpurchase price by you, at your option, by certified or bank cashier's checks in New York timeClearing House funds or by wire transfer, on payable to the second business day following order of the Company. In addition, in the event you exercise the option to purchase from the Company all or any portion of the Option Shares pursuant to the provisions of subsection (b) above, payment for such Option Shares shall be made to or upon the order of the Company by you, at your option, by certified or bank cashier's checks payable in New York Clearing House funds or by wire transfer, at the offices of X.X. Xxxxxx & Co., Inc. at the time and date of delivery of such Option Shares as required by the provisions of subsection (b) above, against receipt of the certificates for such Option Shares by you, registered in such names and in such denominations as you may request. It is understood that you propose to offer the Shares are released by the Underwriters for sale to be purchased hereunder to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to public upon the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described set forth in the Registration Statement, after the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withbecomes effective.

Purchase, Delivery and Sale of the Shares. (a) The Subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements, herein contained, the Company agrees to issue and sell to each of the several Underwriters and the respective Underwriters, severally and not jointly, agree to buy from the Company, an aggregate of 2,500,000 Shares at $4.60 per Share, the number of Firm First Shares set forth opposite the name of such Underwriter in on Schedule A hereto0 hereto (the public offering price less eight (8%) percent), at the place and time herein specified. On The price at which the Underwriter shall sell the Shares to the public shall be $5.00 per Share. Delivery of the First Shares against payment therefor shall take place at the offices of the Representative, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place as may be designated by agreement between the Representative and the Company) at 9:30 a.m., New York time, on such date after the Registration Statement has become effective under the Act as the Representative shall designate, but not later than three (3) business days (holidays excepted) following the first date that any of the Shares are released to the Underwriters, such time and date of payment and delivery for the First Shares being hereinafter referred to as the "FIRST CLOSING DATE." (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject Selling Shareholders hereby grant an option to the conditions herein set forth, several Underwriters (the Underwriters agree, severally and not jointly, "OVER-ALLOTMENT OPTION") to purchase from all or any part of an aggregate of an additional 375,000 Over-Allotment Shares to cover overallotments at the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase same price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by as the Underwriters shall pay for the First Shares being sold pursuant to the provisions of subsection (a) of this Section 2. This option may be made exercised one or more times within forty-five (45) days after the Effective Date of the - 11 - Registration Statement upon written notice by the Representative to the Company and the Underwriters at [10:00] a.m. New York timeSelling Shareholders advising as to the amount of Over-Allotment Shares to which the option is being exercised, the names and denominations in which the certificates for such Over-Allotment Shares are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by the Representative but shall not be earlier than four (4) nor later than ten (10) full business days after the exercise of said option (but in no event more than fifty-five (55) days after the Effective Date), nor in any event prior to the First Closing Date, and such time and dates are referred to herein as the "OPTION CLOSING DATE(S)." Delivery of the Over-Allotment Shares against payment therefor shall take place at the offices of DLA Piper LLP the Representative as identified above (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among designated by agreement between the Underwriters Representative and the Company, on ). The option granted hereunder may be exercised only to cover over-allotments in the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as sale by the Underwriters and of the Company may determine First Shares referred to in subsection (or at such time and date to which payment and delivery a) above. No Over-Allotment Shares shall be delivered unless all First Shares shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available delivered to the Underwriters copies as provided herein. Any partial exercise of the Prospectus within option shall be made on a pro rata basis between the time provided Selling Securityholders in this Agreement, proportion to the respective maximum number of Over-Allotment Shares to be sold by the Selling Shareholders as shown on Schedule 1 attached hereto. (c) The Company and the Selling Shareholders will make the certificates for the Shares to be purchased by the Underwriters may, in their sole discretion, postpone the Closing Date until no later than hereunder available to you for checking at least two (2) full business days following delivery of copies of the Prospectus prior to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing DateDate (which are collectively referred to herein as the "CLOSING DATES"), as the case may be. The certificates shall be in such names and denominations as you may request, against at least three (3) full business days prior to the irrevocable release of a wire transfer of immediately available funds for the amount Closing Dates. Delivery of the purchase price therefor. Time shall be of the essence, and delivery certificates at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date Definitive certificates in negotiable form for the Shares are released to be purchased by the Underwriters hereunder will be delivered by the Company to you for sale the respective accounts of the Underwriters against payment of the respective purchase prices by the Underwriter, by wire transfer payable to the publicorder of the Company. In addition, in the event the Representative exercises the option to purchase from the Selling Shareholders all or any portion of the Over-Allotment Shares pursuant to the provisions of subsection (b) above, payment for such Over-Allotment Shares shall be made to or upon the order of the Company shall deliver or cause by wire transfer at the offices of the Representative, at the time and date of delivery of such Over-Allotment Shares as required by the provisions of subsection (b) above, against receipt of the certificates for such Over-Allotment Shares by you for your account registered in such names and in such denominations as you may reasonably request. It is understood that the Underwriters propose to offer the Shares to be delivered copies of purchased hereunder to the Prospectus public upon the terms and conditions set forth in such quantities and at such places as the Underwriters shall requestRegistration Statement, after the Registration Statement becomes effective. (d) Subject to the terms It is understood that you, individually and conditions not as Representative, may (but shall not be obligated to) make payments on behalf of this Agreement, and on the basis any Underwriter or Underwriters for any of the representations, warranties and agreements contained herein, for the purposes of covering any overFirst Shares or Over-allotments in connection with the distribution and sale of the Firm Allotment Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereofpurchased by such Underwriter or - 12 - Underwriters. The option granted hereby may be exercised by notice No such payment shall relieve such Underwriter or Underwriters from the Underwriters to the Company in accordance withany of its or their obligations hereunder.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices Law Office of DLA Piper LLP (US) Xxxx X. Agron located at 0000 Xxxx Xxxxxxxxx XxxxXXX Xxxxxxx #000, Xxxxx 0000Xxxxxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx 00000 - 3009 (the “DLA Piper Phoenix Agron Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance with

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on upon the basis of the representations, warranties and agreements contained hereinherein contained, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to buy from the Company and the Selling Shareholders, at $_______ per share, at the place and time hereinafter specified, 2,000,000 shares of Common Stock (the "FIRM SHARES"). (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements herein contained, the Selling Shareholders hereby grant an option (the "OPTION") to the Underwriter to purchase up to an additional 300,000 shares of Common Stock (the "OPTION SHARES"), at $______ per share, at the place and time hereinafter specified. The Option hereby granted will expire 45 days after the date of the Prospectus, and may be exercised in whole or in part only for the purposes purpose of covering any over-allotments which may be made in connection with the offerings and distribution and sale of the Firm Shares upon written notice from the Underwriter to the Selling Shareholders setting forth the amount of Option Shares as described to which the Underwriter is exercising the Option and the time and date of payment for such Option Shares. Such time and date of delivery for the Option Shares (the "OPTION CLOSING DATE") shall be determined by the Underwriter, but shall not be, unless otherwise agreed upon by the Underwriter and the Selling Shareholders, later than seven full business days after the exercise of the Option, and in no event prior to the Registration Statement and Pricing ProspectusClosing Date (as hereinafter defined). If the Option is exercised as to all or any portion of the Option Shares, the Underwriters are hereby granted an option Selling Shareholders shall sell all or such portion of the Option Shares to the Underwriter and the Underwriter shall purchase all or any part such portion of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withSelling Shareholders.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell Subject to the several Underwriters the respective number terms and conditions of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On this Agreement, and upon the basis of the representations, warranties and agreements of the Company herein contained, the Company agrees to issue and upon the terms but subject sell to the conditions herein set forthUnderwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company at $_____ per Firm Share [92% of the respective public offering price per Firm Share] at the place and time hereinafter specified, the number of Firm Shares set forth opposite their names on each Underwriter's name in Schedule A, subject to adjustment in accordance with Section 10 hereofI hereto. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and against payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, take place at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx XxxxJosexx Xxxxxxx & Xssoc., Inc., 2500 X. Xxxxxxxx Xxxxx, Xxxxx 0000000, XxxxxxxXxxx Xxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or xx at such other place as may be agreed upon among the Underwriters designated by agreement between you and the Company) at 10:00 a.m. Eastern Standard Time on _______________, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement1999, or at such other time and date date, not later than seven five (75) full business days following the first day that Shares are traded thereafter, as the Underwriters and the Company you may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2)designate, such time and date of payment and delivery for the Firm Shares being herein called the “"First Closing Date”; provided, however, that if ." Time shall be of the Company has not made available essence and delivery at the time and place specified in this subsection (a) is a further condition to the Underwriters copies obligations of the Prospectus within Underwriters hereunder. (b) In addition, subject to the time provided in terms and conditions of this Agreement, and upon the Underwriters maybasis of the representations, warranties and agreements herein contained, the Company hereby grants the Representatives an option to purchase all or any part of Option Shares at the same price per Option Share as the Representatives pay for the Firm Shares being sold pursuant to the provisions of subsection (a) of this Section 2. This option may be exercised on one occasion within 45-days after the Effective Date upon notice by you to the Company advising it as to the amount of Option Shares as to which the option is being exercised, the names and denominations in their sole discretion, postpone which the Closing Date until no certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than three (3) and not later than two five (25) full business days following delivery after the exercise of copies said option, nor in any event prior to the First Closing Date, and such time and date is referred to herein as the "Option Closing Date." Delivery of the Prospectus Option Shares against payment therefor shall take place at the offices of Josexx Xxxxxxx & Xssoc., Inc., 2500 X. Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000, xx as otherwise may be agreed in writing. Time shall be of the essence and delivery at the time and place specified in this subsection (b) is a further condition to the Underwritersobligations of the Underwriters hereunder. The Option granted hereunder may be exercised only to cover over-allotments in the sale of Firm Shares referred to in subsection (a) above. (c) The Company shall deliver, will make one or cause more certificates for the Shares to be deliveredpurchased by the Representatives hereunder, a credit representing the Firm Shares in definitive form, available to an account or accounts at The Depository Trust Company (“DTC”) you for the accounts of the Underwriters checking and packaging at the First Closing Dateoffice of Josexx Xxxxxxx & Xssoc., against Inc., 2500 X. Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 xx at such other location as the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause Representatives may reasonably request in writing at least one (1) full business day prior to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date (which are collectively referred to herein as the "Closing Dates" and individually as a "Closing Date"), as the case may be. The certificates shall be registered in such name or names and in such denomination or denominations as you may request in writing, against at least two (2) full business days prior to the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price thereforrelevant Closing Date. Time shall be of the essence, essence and delivery the availability of the certificates at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on Definitive certificates in negotiable form for the second business day following the date the Shares are released Securities to be purchased by the Underwriters hereunder will be delivered by the Company to you for sale the several accounts of the Underwriters against payment of the purchase price by you, at your option, by certified or bank cashier's checks payable in New York Clearing House funds or by wire transfer of same-day funds, payable to the public, the Company shall deliver or cause to be delivered copies order of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this AgreementCompany. In addition, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, event the Underwriters are hereby granted an Representatives exercise the option to purchase from the Company all or any part portion of the Option Shares from pursuant to the provisions of subsection (b) above, payment for such Option Shares shall be made to or upon the order of the Company by you, for the several accounts of the Underwriters, at your option, by certified or bank cashier's checks payable in New York Clearing House funds or by wire transfer of same-day funds payable to the order of the Company, up to an aggregate at the offices of [ ] Josexx Xxxxxxx & Xssoc., Inc. at the time and date of delivery of such Option Shares. The purchase price to be paid per share Shares as required by the provisions of subsection (b) above, against receipt of the certificates for such Option Shares by you, for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from several accounts of the Underwriters to the Company registered in accordance withsuch names and in such denominations as you may request.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on upon the basis of the representations, warranties and agreements contained hereinherein contained, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to buy from the Company, at $_____ per share, at the place and time hereinafter specified, 2,500,000 shares of Common Stock (the "Firm Shares"). (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements herein contained, the Company hereby grants an option (the "Option") to the Underwriter to purchase up to an additional 375,000 shares of Common Stock (the "Option Shares"), at $_____ per share, at the place and time hereinafter specified. The Option hereby granted will expire 45 days after the date of the Prospectus, and may be exercised in whole or in part only for the purposes purpose of covering any over-allotments which may be made in connection with the offerings and distribution and sale of the Firm Shares upon written notice from the Underwriter to the Company setting forth the amount of Option Shares as described to which the Underwriter is exercising the Option and the time and date of payment for such Option Shares. Such time and date of delivery for the Option Shares (the "Option Closing Date") shall be determined by the Underwriter, but shall not be, unless otherwise agreed upon by the Underwriter and the Company, later than seven full business days after the exercise of the Option, and in no event prior to the Registration Statement and Pricing ProspectusClosing Date (as hereinafter defined). If the Option is exercised as to all or any portion of the Option Shares, the Underwriters are hereby granted an option Company shall sell all or such portion of the Option Shares to the Underwriter and the Underwriter shall purchase all or any part such portion of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance with.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on upon the basis of the representations, warranties and agreements contained hereinherein contained, for the purposes of covering any over-allotments in connection with Company agrees to issue and sell to the distribution Underwriters, and sale the Underwriters agree to buy from the Company at $10.80 per Unit at the place and time hereinafter specified, 500,000 Units. Delivery of the Firm Shares Units as described in well as the Representatives' Warrants against payment therefor shall take place at the offices of Kensington Securities, Inc., 0000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000 (or at such other place as may be designated by agreement between you and the Company) at 9:00 a.m. local time on September ___, 1997 or at such later time and date as you may designate within ten business days of the effective date of the Registration Statement or the date which you receive the Prospectus in sufficient quantity to send confirmations of sale, such time and Pricing Prospectusdate of delivery for the Firm Units being herein called the "First Closing Date." Time shall be of the essence and delivery at the time and place specified in this subsection (a) is a further condition to the obligations of the Underwriters hereunder. Payment shall be made to the order of the Company on the First Closing Date. (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements herein contained, the Underwriters are Company hereby granted grants an option to you to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be an additional 75,000 Units at the same price per Unit as you shall pay for the price per Firm Share set forth in Units being sold pursuant to the provision of subsection (a) of this Section 2(a) hereof2. The This option granted hereby may be exercised within thirty (30) days after the First Closing Date upon notice by notice from the Underwriters you to the Company advising it as to the amount of Option Units as to which the option is being exercised, the names and denominations in accordance withwhich the certificates for such Option Units are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than four and not later than ten full business days after the exercise of said option, nor in any event prior to the First Closing Date, and such time and date is referred to herein as the

Purchase, Delivery and Sale of the Shares. (a) The Company Subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties, and agreements herein contained, IAT agrees to issue and sell to the several Underwriters Underwriters, and each such Underwriter agrees, severally and not jointly, to buy from IAT at $_______ per Share, at the place and time hereinafter specified, the respective number of Firm Shares set forth opposite the name names of such Underwriter the Underwriters in Schedule A heretoattached hereto (the "First Shares") plus any additional Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 9 hereof. On The First Shares shall consist of 3,100,000 Shares to be purchased from IAT. Delivery of the First Shares against payment therefor shall take place at the offices of Royce Investment Group, Inc., 000 Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxx, X.X. 00000 (or at such other place as may be designated by agreement between you and IAT) at 10:00 a.m., New York time, on _____________, 1997, or at such later time and date as you may designate, such time and date of payment and delivery for the First Shares being herein called the "First Closing Date." (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject IAT hereby grants an option to the conditions herein set forthseveral Underwriters (or, at the Underwriters agree, severally and not jointlyRepresentative's option, to the Representative individually) to purchase from all or any part of an aggregate of an additional 465,000 Shares at the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase same price per Share as the Underwriters shall pay for the First Shares being sold pursuant to the provisions of subsection (a) of this Section 2 (such additional Shares being referred to herein as the "Option Shares"). This option may be exercised within 45 days after the effective date of the Registration Statement upon notice by the Representative to IAT advising as to the amount of Option Shares as to which the option is being exercised, the names and denominations in which the certificates for such Option Shares are to be paid registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by the several Underwriters Representative but shall not be earlier than four nor later than ten full business days after the exercise of said option, nor in any event prior to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (andDate, in and such time and date is referred to herein as the case "Option Closing Date." Delivery of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and against payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, take place at the offices of DLA Piper LLP (US) located at 0000 Royce Investment Group, Inc., 000 Xxxxxxxxx Xxxx Xxxxxxxxx XxxxXxxxx, Xxxxx 0000Xxxxxxxx, Xxxxxxx, Xxxxxxx X.X. 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters designated by agreement between you and the Company, on the third (3rd) full business day following the date IAT). The number of this Agreement, orOption Shares to be purchased by each Underwriter, if this Agreement is executed and delivered after 1:30 p.m.any, New York time, on shall bear the fourth (4th) full business day following same percentage to the date total number of this Agreement, or at such other time and date not later than seven (7) full business days following Option Shares being purchased by the first day that Shares are traded as the several Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this subsection (b) as the number of Shares such Underwriter is purchasing bears to the total number of the First Shares being purchased pursuant to subsection (a) of this Section 2), as adjusted, in each case by the Representative in such manner as the Representative may deem appropriate. The option granted hereunder may be exercised only to cover overallotments in the sale by the Underwriters of First Shares referred to in subsection (a) above. In the event IAT declares or pays a dividend or distribution on its Common Stock, whether in the form of cash, shares of Common Stock or any other consideration, prior to the Option Closing Date, such time and date of payment and delivery being herein called dividend or distribution shall also be paid on the “First Option Shares on the Option Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause IAT will make the certificates for the securities comprising the Shares to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of purchased by the Underwriters hereunder available to you for checking at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause least two full business days prior to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, Date (which are collectively referred to herein as the case "Closing Dates"). The certificates shall be in such names and denominations as you may berequest, against at least two full business days prior to the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price thereforClosing Dates. Time shall be of the essence, essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriterseach Underwriter. Not later than 12:00 noon, New York time, on the second business day following the date Definitive certificates in negotiable form for the Shares are released to be purchased by the Underwriters hereunder will be delivered by IAT to you for sale the accounts of the several Underwriters against payment of the respective purchase prices by the several Underwriters, by certified or bank cashier's checks in New York Clearing House funds, payable to the publicorder of IAT. In addition, in the Company event the Underwriters (or the Representative individually) exercise the option to purchase from IAT all or any portion of the Option Shares pursuant to the provisions of subsection (b) above, payment for such Shares shall deliver be made to or cause upon the order of IAT by certified or bank cashier's checks payable in New York Clearing House funds at the offices of Royce Investment Group, Inc., 000 Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxx Xxxx, 00000 (or such other place as may be designated by agreement between you and IAT) at the time and date of delivery of such Shares as required by the provisions of subsection (b) above, against receipt of the certificates for such Shares by the Representative for the respective accounts of the several Underwriters registered in such names and in such denominations as the Representative may request. It is understood that you, individually and not as Representative of the several Underwriters, may (but shall not be obligated to) make any and all payments required pursuant to this Section 2 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Shares to be delivered copies purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or underwriters of any of its or their obligations hereunder. It is also understood that you individually rather than all of the Prospectus Underwriters may (but shall not be obligated to) purchase the Option Shares referred to in such quantities and at such places as subsection (b) of this Section 2, but only to cover overallotments. It is understood that the several Underwriters shall request. (d) Subject propose to offer the Shares to be purchased hereunder to the public upon the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described set forth in the Registration Statement, after the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withbecomes effective.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on upon the basis of the representations, warranties and agreements contained hereinherein contained, for the purposes Company agrees to issue and sell to you, and you agree to buy from the Company at $_____ per Share at the place and time hereinafter specified, the number of covering any over-allotments Shares set forth opposite your name in connection with Schedule I hereto (the distribution and sale "Firm Shares"). Delivery of the Firm Shares against payment therefor shall take place at the offices of H.J. Xxxxxx & Xo., Inc., 1895 Xx. Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (xx at such other place as described may be designated by agreement between you and the Company) at ________a.m. York time on _____________, 1997, or at such other time and date, not later than 10 business days thereafter, as you may designate, such time and date of payment and delivery for the Firm Shares being herein called the "First Closing Date." Time shall be of the essence and delivery at the time and place specified in this subsection (a) is a further condition to your obligations hereunder. (b) In addition, subject to the Registration Statement terms and Pricing Prospectusconditions of this Agreement, and upon the basis of the representations, warranties and agreements herein contained, the Underwriters are Company hereby granted grants you an option to purchase all or any part of an aggregate of 195,000 same price per Share as you shall pay for the Shares being sold pursuant to the provisions of subsection (a) of this Section 2 (such additional Shares being referred to herein as the "Option Shares"). This option may be exercised on one occasion within 30 business days after the Effective Date upon notice by you to the Company advising it as to the amount of Option Shares as to which the option is being exercised, the names and denominations in which the certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than four and not later than ten full business days after the exercise of said option, nor in any event prior to the First Closing Date (although if such option is exercised within one day after the Effective Date, the closing of the option shall occur on the First Closing Date), and such time and date is referred to herein as the "Option Closing Date." Delivery of the Option Shares from against payment therefor shall take place at the Companyoffices of H.J. Xxxxxx & Xo., up Inc., 1895 Xx. Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000. Xxme shall be of the essence and delivery at the time and place specified in this subsection (b) is a further condition to an aggregate of [ ] Option Sharesyour obligations hereunder. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby hereunder may be exercised only to cover over-allotments in the sale by notice from you of Firm Shares referred to in subsection (a) above. (c) The Company will make the Underwriters certificates for the Shares to be purchased by you hereunder available to you for checking at least one full business day prior to the Company in accordance withFirst Closing Date or the Option Closing Date (which are collectively referred to herein as the "Closing Dates" and

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on upon the basis of the representations, warranties and agreements contained hereinherein contained, for the purposes of covering any over-allotments in connection with Company agrees to issue and sell to the distribution Underwriter, and sale the Underwriter agrees to buy from the Company, at $3.60 per Share at the place and time hereinafter specified, the Firm Shares. Delivery of the Firm Shares against payment therefor shall take place at the offices of X.X. Xxxxxx & Co., Inc., 0000 Xx. Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (or at such other place as described may be designated by agreement between you and the Company) at 10:00 a.m. New York time on ___________, 1996, or at such later time and date as you may designate, such time and date of payment and delivery for the Firm Shares being herein called the "First Closing Date." Time shall be of the essence and delivery at the time and place specified in this subsection (a) is a further condition to the Registration Statement obligations of the Underwriter hereunder. (b) In addition, subject to the terms and Pricing Prospectusconditions of this Agreement, and upon the basis of the representations, warranties and agreements herein contained, the Underwriters are Company hereby granted grants an option to the Underwriter to purchase all or any part of an aggregate of 187,500 additional Shares at the same price per Share as the Underwriter shall pay for the Firm Shares being sold pursuant to the provisions of subsection (a) of this Section 2 (such additional Shares being referred to herein as the "Option Shares"). This option may be exercised within 45 days after the Effective Date upon notice by you to the Company advising it as to the amount of Option Shares as to which the option is being exercised, the names and denominations in which the certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than four and not later than ten full business days after the exercise of said option, nor in any event prior to the First Closing Date, and such time and date is referred to herein as the "Option Closing Date." Delivery of the Option Shares from against payment therefor shall take place at the offices of X.X. Xxxxxx & Co., Inc., 0000 Xx. Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (or at such other place as may be designated by agreement between you and the Company, up ). Time shall be of the essence and delivery at the time and place specified in this subsection (b) is a further condition to an aggregate the obligations of [ ] Option Sharesthe Underwriter hereunder. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby hereunder may be exercised only to cover over-allotments in the sale by notice from the Underwriters Underwriter of Firm Shares referred to in subsection (a) above. (c) The Company will make the certificates for the Shares to be purchased by the Underwriter hereunder available to you for inspection at least two full business days prior to the Company in accordance withFirst Closing Date or the Option Closing Date (which are collectively referred to herein as the

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements, herein contained, the Company agrees to issue and sell to the Underwriter and the Underwriter agrees to buy from the Company, an aggregate of 1,675,000 Shares at $5.06 per Share (the public offering price less 8%), at the place and time herein specified. The price at which the Underwriter shall sell the Shares to the public shall be $5.50 per Share. The initial 1,675,000 Shares may be hereinafter referred to from time to time as the "First Shares." Delivery of the First Shares against payment therefor shall take place at the offices of the Underwriter, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place as may be designated by agreement between the Underwriter and the Company) at 9:30 a.m., New York time, on such date after the Registration Statement has become effective under the Act as the Underwriter shall designate, but not later than three business days following the first date that any of the Shares are released to the Underwriter, such time and date of payment and delivery for the First Shares being hereinafter referred to as the "First Closing Date." (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectusherein contained, the Underwriters are Company hereby granted grants an option to the Underwriter (the "Over-Allotment Option") to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price an additional 225,000 Over-Allotment Shares to be paid per share for the Option Shares will be cover overallotments at the same price per Share as the price per Firm Share Underwriter shall pay for the First Shares. This option may be exercised one or more times within 45 days after the Effective Date upon written notice by the Underwriter to the Company advising as to the amount of Over-Allotment Shares to which the option is being exercised. Delivery of the Over-Allotment Shares against payment therefor shall take place at the offices of the Underwriter as identified above (or at such other place as may be designated by agreement between the Underwriter and the Company) on such date as shall be determined by the Underwriter but shall not be earlier than four nor later than 10 full business days after each exercise of the Over-Allotment Option (but in no event more than 55 days after the Effective Date), nor in any event prior to the First Closing Date (each such closing for the purchase of Over-Allotment Shares, together with the First Closing Date, a "Closing Date"). The Over-Allotment Option may be exercised only to cover over-allotments in the sale by the Underwriter of the First Shares. No Over-Allotment Shares shall be delivered unless all First Shares shall have been delivered to the Underwriter as provided herein. (c) The Company will make the certificates for the Shares available to you for checking at least two full business days prior to each Closing Date. The certificates shall be in such names and denominations as you may request, at least three full business days prior to each Closing Date. Definitive certificates in negotiable form for the Shares to be purchased by the Underwriter hereunder will be delivered by the Company to you on each Closing Date for your account against payment of the respective purchase prices by the Underwriter, by wire transfer payable to the order of the Company. It is understood that the Underwriter proposes to offer the Shares to be purchased hereunder to the public upon the terms and conditions set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to Registration Statement, after the Company in accordance withRegistration Statement becomes effective.

Purchase, Delivery and Sale of the Shares. (a) The Company agrees to issue and sell Subject to the several Underwriters the respective number terms and conditions of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On this Agreement, and upon the basis of the representations, warranties and agreements of the Company herein contained, the Company agrees to issue and upon the terms but subject sell to the conditions herein set forthUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase buy from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 hereof. The purchase price at $9.00 per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made Unit at the First Closing Date (andplace and time hereinafter specified, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) 450,000 Units. Delivery by the Company of the Firm Shares to be purchased by Units as well as the Underwriters and Underwriter's Warrant against payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] a.m. New York time, take place at the offices of DLA Piper LLP (US) located at First Midwest Securities, Inc., 0000 Xxxx Xxxxxxxxx X. Xxxxxxx Xxxx, Xxxxx 0000000, XxxxxxxXxxxxxxxx, Xxxxxxx Xxxxxxxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters designated by agreement between you and the Company, ) at 9:00 a.m. local time on at such date as you may designate within five business days of the third (3rd) full business day following effective date of the Registration Statement or the date which you receive the Prospectus in sufficient quantity to send confirmations of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2)sale, such time and date of payment and delivery for the Firm Units being herein called the “"First Closing Date”; provided, however, that if ." Time shall be of the essence and delivery at the time and place specified in this subsection (a) is a further condition to the obligations of the Underwriter hereunder. Payment shall be made to the order of the Company has not made available on the First Closing Date. (b) In addition, subject to the Underwriters copies terms and conditions of the Prospectus within the time provided in this Agreement, and upon the Underwriters maybasis of the representations, in their sole discretionwarranties and agreements herein contained, postpone the Company hereby grants an option to you to purchase all or any part of an aggregate of an additional 67,500 Units at the same price per Unit as you shall pay for the Firm Units being sold pursuant to the provision of subsection (a) of this Section 2. This option may be exercised within thirty (30) days after the First Closing Date until no upon notice by you to the Company advising it as to the amount of Option Units as to which the option is being exercised, the names and denominations in which the certificates for such Option Units are to be registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than four and not later than two (2) ten full business days following delivery after the exercise of copies said option, nor in any event prior to the First Closing Date, and such time and date is referred to herein as the "Option Closing Date." Delivery of the Prospectus Option Units against payment therefor shall take place at the offices of the Underwriter. Time shall be of the essence and delivery at the time and place specified in this subsection (b) is a further condition to your obligations hereunder. The Option granted hereunder may be exercised only to cover over-allotments in the Underwriterssale by the Underwriter of Firm Units referred to in subsection (a) above. (c) The On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company shall deliversell to you individually, or cause to be deliveredand/or your designated officers, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against as defined below, for $100, Underwriter's Warrants to purchase an aggregate of up to 45,000 Underwriter's Warrant Units. The price, terms and provisions of the irrevocable release Underwriter's Warrant Units and the respective rights and obligations of a wire transfer the Company and the holders of immediately available funds the Underwriter's Warrants and/or Underwriter's Warrant Units and the components thereof are set forth in the Underwriter's Warrant between the Company and the Underwriter. (d) The Company will make the certificates for the amount of securities comprising the purchase price therefor. The Company shall also deliver, or cause Units to be delivered, a credit representing purchased by the Option Shares Underwriter hereunder available to an account or accounts you for examination at DTC for the accounts of the Underwriters, at least two full business days prior to the First Closing Date or the Option Closing Date (which are collectively referred to herein as the "Closing Dates" and individually as a "Closing Date"), as the case may be. The certificates shall be in such names and denominations as you may request, against at least two full business days prior to the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price thereforrelevant Closing Dates. Time shall be of the essence, essence and delivery the availability of the certificates at the time and place specified in this Agreement is a further condition to the obligations of the UnderwritersUnderwriter. Not Definitive engraved certificates in negotiable form for the Firm Units and the Option Units to be purchased by the Underwriter hereunder will be delivered by the Company to you for your account against payment of the purchase price by you by certified or bank cashier's checks in certified funds, payable to the order of the Company. In addition, in the event you exercise the option to purchase from the Company all or any portion of the Option Units pursuant to the provisions of subsection (b) above, payment for such Option Units shall be made to or upon the order of the Company not later than 12:00 noon, New York time, on ten (10) business days after the second business day following Option Closing Date by certified checks at the time and date the Shares are released of delivery of such Option Units as required by the Underwriters provisions of subsection (b) above, against receipt of the certificates for sale such Option Units by you for your account, registered in such names and in such denominations as you may request. It is understood that the Underwriter proposes to offer the Units to be purchased hereunder to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to public upon the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described set forth in the Registration Statement, after the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company in accordance withbecomes effective.

Purchase, Delivery and Sale of the Shares. (a) The Upon the basis of the representations and warranties of Xxxxxxxx Curhan Ford & Co. herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company and the Selling Stockholder herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 9 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ ] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] 9:00 a.m. New York time, at the offices of DLA Piper LLP (US) located at 0000 Xxxx Xxxxxxxxx Holland & Knight LLP, 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx XX 00000 (the “DLA Piper Phoenix H&K New York Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m.P.M., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 23), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, noon on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, up to an aggregate of [ ] Option SharesSelling Stockholder. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a3(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company Company, the Custodian and the Selling Stockholder in accordance withwith Section 3(e) hereof solely by the Underwriters as to all or any part of the Option Shares at any time within thirty (30) days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Shares prior to the exercise by the Underwriters of such option in accordance with Section 3(e) hereof. (e) The option granted pursuant to Section 3(d) hereof may be exercised by Xxxxxxxx Curhan Ford & Co. by giving notice to the Company, the Custodian and the Selling Stockholder, which must be confirmed by a letter or facsimile setting forth the number of Option Shares to be purchased by the Underwriters, the date and time for delivery of and payment for the Option Shares to be purchased and stating that the Option Shares referred to therein are to be used for the sole purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares by the Underwriters. If such notice is given prior to the First Closing Date, the date set forth therein for such delivery and payment will be the First Closing Date. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment will not be earlier than two (2) full business days thereafter. In either event, the date so set forth will not be more than fifteen (15) full business days after the date of such notice. The date and time set forth in such notice is herein called the “Option Closing Date.” Upon exercise of such option, through the Underwriters’ delivery of the aforementioned notice, the Custodian will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth in this Section 3(e), the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject to any adjustment in accordance with Section 9 hereof and (ii) the Selling Stockholder agrees to sell in the aggregate up to the number of Option Shares set forth on Schedule B. The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Custodian. (f) Payment for any Option Shares purchased will be made to the Custodian by wire transfer in immediately-available funds to the order of the Company, against delivery of the Option Shares purchased by the Underwriters at the H&K New York Office (or at such other location as the Underwriters and the Custodian may agree). (g) Unless the Shares are to be delivered by a “fast” transfer, the Company and the Selling Stockholder will make the certificates for the Shares to be purchased by the Underwriters hereunder available to the Underwriters for inspection, checking and packaging at the office of the Company’s transfer agent or correspondent in San Francisco, CA, not less than one (1) full business day prior to the First Closing Date and the Option Closing Date, as the case may be (both of which are collectively referred to herein as the “Closing Dates”). The certificates representing the Shares shall be in such names and denominations as the Underwriters may request at least two (2) full business days prior to the respective Closing Dates. In the event that the Underwriters determine to utilize DTC, the parties will use their best efforts to make the offering of the Shares “DTC eligible” and to comply with the procedures thereof.

Purchase, Delivery and Sale of the Shares. (a) The Upon the basis of the representations and warranties of Xxxxxxxx Curhan Ford & Co. herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto. On the basis of the representations, warranties and agreements of the Company herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A, subject to adjustment in accordance with Section 10 8 hereof. The purchase price per Share to be paid by the several Underwriters to the Company shall be U.S.$[ [____] per share. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, in the case of the Option Shares, if applicable, at the Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (b) Delivery by the Company of the Firm Shares to be purchased by the Underwriters and payment therefor by the Underwriters shall be made by the Company and the Underwriters at [10:00] 9:00 a.m. New York time, at the offices of DLA Piper LLP (US) located at US LLP, 0000 Xxxx Xxxxxxxxx Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx Xxx Xxxx 00000 (the “DLA Piper Phoenix Office”), or at such other place as may be agreed upon among the Underwriters and the Company, on the third (3rd) full business day following the date of this Agreement, or, if this Agreement is executed and delivered after 1:30 p.m.P.M., New York time, on the fourth (4th) full business day following the date of this Agreement, or at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Underwriters and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to this Section 2), such time and date of payment and delivery being herein called the “First Closing Date”; provided, however, that if the Company has not made available to the Underwriters copies of the Prospectus within the time provided in this Agreement, the Underwriters may, in their sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Underwriters. (c) The Company shall deliver, or cause to be delivered, a credit representing the Firm Shares to an account or accounts at The Depository Trust Company (“DTC”) for the accounts of the Underwriters at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, a credit representing the Option Shares to an account or accounts at DTC for the accounts of the Underwriters, at the First Closing Date or the Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Not later than 12:00 noon, New York time, on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request. (d) Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements contained herein, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as described in the Registration Statement and Pricing Prospectus, the Underwriters are hereby granted an option to purchase all or any part of the Option Shares from the Company, Company for up to an aggregate of [ ] ________ Option Shares. The purchase price to be paid per share for the Option Shares will be the same price as the price per Firm Share set forth in Section 2(a) hereof. The option granted hereby may be exercised by notice from the Underwriters to the Company as to all or any part of the Option Shares at any time within thirty (30) days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Shares. (e) The option granted pursuant to Section 2(d) hereof may be exercised by Xxxxxxxx Curhan Ford & Co. by giving notice to the Company, which must be confirmed by a letter or facsimile setting forth the number of Option Shares to be purchased by the Underwriters, the date and time for delivery of and payment for the Option Shares to be purchased and stating that the Option Shares referred to therein are to be used for the sole purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares by the Underwriters. If such notice is given prior to the First Closing Date, the date set forth therein for such delivery and payment will be the First Closing Date. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment will not be earlier than two (2) full business days thereafter. In either event, the date so set forth will not be more than fifteen (15) full business days after the date of such notice. The date and time set forth in such notice is herein called the “Option Closing Date.” Upon exercise of such option, through the Underwriters’ delivery of the aforementioned notice, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth in this Section 2(e), the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject to any adjustment in accordance withwith Section 8 hereof and (ii) the Company agrees to sell up to ______ Option Shares. The Underwriters may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (f) Payment for any Option Shares purchased will be made to the Company by wire transfer in immediately-available funds to the order of the Company, against delivery of the Option Shares purchased by the Underwriters at the DLA Piper Office (or at such other location as the Underwriters and the Company may agree). (g) Unless the Shares are to be delivered by a “fast” transfer, the Company will make the certificates for the Shares to be purchased by the Underwriters hereunder available to the Underwriters for inspection, checking and packaging at the office of the Company’s transfer agent or correspondent in San Francisco, CA, not less than one (1) full business day prior to the First Closing Date and the Option Closing Date, as the case may be (both of which are collectively referred to herein as the “Closing Dates”). The certificates representing the Shares shall be in such names and denominations as the Underwriters may request at least two (2) full business days prior to the respective Closing Dates. In the event that the Underwriters determine to utilize DTC, the parties will use their best efforts to make the offering of the Shares “DTC eligible” and to comply with the procedures thereof.