Common use of Purchase of the Shares by the Underwriters Clause in Contracts

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ ] per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, and except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth herein.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm ---------- Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ $[______] per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. ---------- (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting nondefaulting Underwriters shall have the right within 24 twenty- four (24) hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a non-defaulting Underwriter fails the nondefaulting Underwriters so fail to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting which each nondefaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such non-defaulting Underwriter the nondefaulting Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 twenty-four (24) hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the nondefaulting Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting any nondefaulting Underwriter or and without any liability on the part of the non-defaulting any nondefaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, purchase all or any portion of the Option Stock Shares from the Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic telegraphic notice by the Underwriters you to the Company setting forth the aggregate number of shares of the Option Stock Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockShares, and payment therefor, shall be made as provided in Section 5 hereof. The Each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, the exact number of shares of Option Stock to be purchased adjusted by each Underwriter shall be you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 twenty-four (24) hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a non-defaulting Underwriter fails so the nondefaulting Underwriters fail to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting which each nondefaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth herein.remaining

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 twenty-four (24) hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth herein.this

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (bSection 3(b) and (c) of this Section 33(c), the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph Section 3(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants and the Selling Stockholders hereby grant an option to the several Underwriters to purchase, severally and not jointlyin the case of the Company, up to ___________ shares of Common Stock, and, in the Option case of each of the Selling Stockholders, up to the number of shares of Common Stock set forth opposite such Selling Stockholder's name on Schedule B at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said Such option may be exercised only to cover over-allotments overallotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time, or from time (but not more than once) to time, on or before the 30th day after the date of this Agreement the Prospectus upon written or electronic telegraphic notice by the Underwriters you to the Company and the Selling Stockholders setting forth the aggregate number of shares of Option Stock Overallotment Shares as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockOverallotment Shares, and payment therefor, shall be made as provided in Section 5 hereof. The Each Underwriter shall purchase such percentage of the Overallotment shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, the exact number of shares of Option Stock to be purchased adjusted by each Underwriter shall be the Representative in such amounts manner as you deem advisable to avoid fractional shares. In the Underwriters event the options are exercised by you with respect to less than all the Overallotment Shares, the number of Overallotment Shares covered by the exercised options shall agree upon prior first be sold by the Company until all of its Overallotment Shares have been purchased and any excess shall then be sold by the Selling Stockholders on a pro rata basis until all of their Overallotment Shares are sold. (d) On the Closing Date, the Company shall issue and deliver to the exercise Representative, or at the direction of the option Representative, to its designees as provided in the Representative's Warrant Agreement, for a purchase price of $.001 per Representative's Warrant (an aggregate of $__________), the Representative's Warrants entitling the holder thereof to purchase ___________ shares of Common Stock on the terms and conditions set forth hereinin the Representative's Warrant Agreement.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock [_________] Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the Company, Company the Underwritten Stock. respective aggregate number of Firm Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $___ per share (share. The obligation of each Underwriter to the "Purchase Price")Company shall be to purchase from the Company that number of Firm Shares which represents the same proportion of the total number of Firm Shares to be sold by the Company pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 32, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 or 12 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 4 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 4 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all of the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, jointly up to [________] Optional Shares from the Option Stock Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th thirtieth day after the date of this Agreement upon written or electronic telegraphic notice by the Underwriters you to the Company setting forth the aggregate number of shares of Option Stock Optional Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockOptional Shares, and payment therefor, shall be made as provided in Section 5 4 hereof. The number of shares of Option Stock Optional Shares to be purchased by each Underwriter shall be the same percentage of the total number of Optional Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, as adjusted by you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ ] $12.09 per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, ; and except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter Underwriters or on the part of the non-defaulting Underwriter Underwriters to the CompanyCompany except that the Company shall continue to be obligated as set forth in Section 6(g), Section 8 and Section 9. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, jointly the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than oncetwice) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters Representatives to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, therefor shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth hereinhereunder.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ [______] per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, and except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the non-defaulting Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth herein.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell 5,900,000 of the Underwritten Stock Firm Shares to the Underwriters, several Underwriters and each of the Underwriters agree agrees to purchase from the Company, Company the Underwritten Stock. respective aggregate number of Firm Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $___ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 32, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 9 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 4 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 4 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all of the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 885,000 Optional Shares from the Option Stock Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic telegraphic notice by the Underwriters you to the Company setting forth the aggregate number of shares of Option Stock Optional Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockOptional Shares, and payment therefor, shall be made as provided in Section 5 4 hereof. The number of shares of Option Stock Optional Shares to be purchased by each Underwriter shall be the same percentage of the total number of Optional Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, as adjusted by you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm ---------- Shares which such Underwriter may become obligated to purchase pursuant to Section 2(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 32, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. ---------- (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 twenty-four (24) hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 twenty-four (24) hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 4 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 4 in order that any necessary changes in the Registration Statement, the Offering Memorandum, the Prospectus or any other documents or arrangements may be made. If such the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, purchase all or any portion of the Option Stock Shares from the Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic telecopied notice by the Underwriters you to the Company setting forth the aggregate number of shares of the Option Stock Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockShares, and payment therefor, shall be made as provided in Section 5 4 hereof. The Each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, the exact number of shares of Option Stock to be purchased adjusted by each Underwriter shall be you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (bSection 3(b) and (c) of this Section 33(c), the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. (ba) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a non-the non- defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by the Representative in such manner as the Representative deems advisable to avoid fractional shares) to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you the Representative for purchase of such Shares and portion on the terms herein set forth. In any such case, either you the Representative or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph Section 3(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (ca) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, the Option purchase up to 150,000 shares of Series B Preferred Stock at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said Such option may be exercised only to cover over-allotments overallotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time, or from time (but not more than once) to time, on or before the 30th day after the date of this Agreement the Prospectus upon written or electronic telegraphic notice by the Underwriters Representative to the Company setting forth the aggregate number of shares of Option Stock Overallotment Shares as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockOverallotment Shares, and payment therefor, shall be made as provided in Section 5 hereof. The Each Underwriter shall purchase such percentage of the Overallotment Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, the exact number of shares of Option Stock to be purchased adjusted by each Underwriter shall be the Representative in such amounts manner as the Underwriters Representative deems advisable to avoid fractional shares. (a) On the Closing Date, the Company shall agree upon prior issue and deliver to the exercise Representative, or at the direction of the option Representative, to its designees as provided in the Representative's Warrant Agreement, for a purchase price of $.001 per Representative's Warrant (an aggregate of $100), the Representative's Warrants entitling the holder thereof to purchase 100,000 shares of Series B Preferred Stock on the terms and conditions set forth hereinin the Representative's Warrant Agreement.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 2(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 32, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 twenty-four (24) hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 twenty-four (24) hours next succeeding the twenty-four (24-) hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 4 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 4 in order that any necessary changes in the Registration Statement, the Offering Memorandum, the Prospectus or any other documents or arrangements may be made. If such the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the twenty-four (24-) hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, purchase all or any portion of the Option Stock Shares from the Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic telecopied notice by the Underwriters you to the Company setting forth the aggregate number of shares of the Option Stock Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockShares, and payment therefor, shall be made as provided in Section 5 4 hereof. The Each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, the exact number of shares of Option Stock to be purchased adjusted by each Underwriter shall be you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the Company, Company the Underwritten Stock. respective aggregate number of Firm Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be $[ ] per share (share. The obligation of each Underwriter to the "Purchase Price")Company shall be to purchase from the Company that number of Firm Shares which represents the same proportion of the total number of Firm Shares to be sold by the Company pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 32, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 or 12 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth herein.arrangements

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, (i) the Company shall agrees to issue and sell the Underwritten Stock Company Shares to the several Underwriters, and (ii) the Selling Stockholder agrees to sell to the Underwriters agree the Seller Shares, and (iii) each of the Underwriters agrees to purchase from the CompanyCompany and the Selling Stockholder the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 4(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and the Selling Stockholder and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs 7. 8 (b) and (c) of this Section 34, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 twenty-four (24) hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 twenty-four (24) hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 6 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 6 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, purchase all or any portion of the Option Stock Shares from the Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic facsimile notice by the Underwriters you to the Company setting forth the aggregate number of shares of the Option Stock Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockShares, and payment therefor, shall be made as provided in Section 5 6 hereof. The Each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, the exact number of shares of Option Stock to be purchased adjusted by each Underwriter shall be you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall issue and sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, Company the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ ] $______ per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1.I. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase to purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-the non- defaulting Underwriter is Underwriters are otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such the defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such the non-defaulting Underwriter or the Company does Underwriters do not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such the defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or Underwriters and without any liability on the part of the non-defaulting Underwriter Underwriters to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a the defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement agreement upon written or electronic telegraphic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, therefor shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth hereinhereunder.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall issue and sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ [$_____] per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1.I. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares shares and portion, the number of Shares that such which the non-defaulting Underwriter is Underwriters are otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that which the defaulting Underwriter agreed to purchase; providedPROVIDED, howeverHOWEVER, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that which the Underwriters agreed to purchase under this Agreement. If the total number of Shares that which the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such the non-defaulting Underwriter or the Company does Underwriters do not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or Underwriters and without any liability on the part of the non-defaulting Underwriter Underwriters to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a the defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th thirtieth day after the date of this Agreement upon written or electronic telegraphic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, therefor shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth hereinhereunder.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the Company, Company the Underwritten Stock. respective aggregate number of Firm Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $___ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 32, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 or 12 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portionshares, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; providedPROVIDED, howeverHOWEVER, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 4 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 4 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all of the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to 600,000 Optional Shares from the Option Stock Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th thirtieth day after the date of this Agreement upon written or electronic telegraphic notice by the Underwriters you to the Company setting forth the aggregate number of shares of Option Stock Optional Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockOptional Shares, and payment therefor, shall be made as provided in Section 5 4 hereof. The number of shares of Option Stock Optional Shares to be purchased by each Underwriter shall be the same percentage of the total number of Optional Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, as adjusted by you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell [4,500,000] shares of the Underwritten Stock Firm Shares to the Underwriters, several Underwriters and each of the Underwriters agree agrees to purchase from the Company, Company the Underwritten Stock. respective aggregate number of shares of Firm Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $______ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 or 12 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such non-the non- defaulting Underwriter Underwriters shall not be obligated to purchase the Shares shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth herein.to

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell __________ shares of the Underwritten Stock Firm Shares to the Underwriters, several Underwriters and each of the Underwriters agree agrees to purchase from the Company, Company the Underwritten Stock. respective aggregate number of shares of Firm Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 or 12 9 hereof) to purchase and pay for the number of shares of the Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a non-the non- defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares shares and portion, the number of shares of the Shares that such non-which each non- defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Shares exceeds 10% of the total number of shares of the Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of shares of the Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the shares of the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-any non- defaulting Underwriter or and without any liability on the part of the non-any non- defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to __________ shares in the aggregate of the Option Stock Shares from the Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th thirtieth day after the date of this Agreement upon written or electronic telegraphic notice by the Underwriters you to the Company setting forth the aggregate number of shares of the Option Stock Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockShares, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock Shares to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, as adjusted by you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall issue and sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, Company the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ ] $______ per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1.I. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-non- defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase to purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter Underwriters and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such the non-defaulting Underwriter is Underwriters are otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such the defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such the non-defaulting Underwriter or the Company does Underwriters do not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such the defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or Underwriters and without any liability on the part of the non-defaulting Underwriter Underwriters to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a the defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option the Option to the Underwriters, which Option shall enable the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option The Option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th thirtieth (30) day after the date of this Agreement agreement upon written or electronic telegraphic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the optionOption. Delivery of the certificates for the shares of Option Stock, and payment therefor, therefor shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option Option set forth hereinhereunder.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (bSection 3(b) and (c) of this Section 33(c), the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by the Representative in such manner as the Representative deems advisable to avoid fractional shares) to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you the Representative for purchase of such Shares and portion on the terms herein set forth. In any such case, either you the Representative or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph Section 3(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase all or any portion of the Option Stock Over-allotment Shares from the Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said Such option may be exercised only to cover overOver-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time, or from time (but not more than once) to time, on or before the 30th 45th day after the date of this Agreement the Prospectus upon written or electronic telegraphic notice by the Underwriters Representative to the Company setting forth the aggregate number of shares of Option Stock Over-allotment Shares as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockOver-allotment Shares, and payment therefor, shall be made as provided in Section 5 hereof. The Each Underwriter shall purchase such percentage of the Over-allotment Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, the exact number of shares of Option Stock to be purchased adjusted by each Underwriter shall be the Representative in such amounts manner as the Underwriters Representative deems advisable to avoid fractional shares. (d) On the Closing Date, the Company shall agree upon prior issue and deliver to the exercise Representative, or at the direction of the option Representative, to its designees as provided in the Representative's Warrant Agreement, for a purchase price of $.001 per Representative's Warrant (an aggregate of $100), the Representative's Warrants entitling the holder thereof to purchase 100,000 shares of Common Stock on the terms and conditions set forth hereinin the Representative's Warrant Agreement.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ ] per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, and except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option agrees to issue and sell the Firm Shares to the several Underwriters, and each of the Underwriters agrees to purchasepurchase from the Company, the respective aggregate number of the Firm Shares set forth opposite its name in Schedule I hereto. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in Sections 3(b) and 3(c) of this Agreement, the Option Stock at agreement of each Underwriter is to purchase only the Purchase Price. Said option may be exercised only to cover over-allotments in the sale respective number of shares of the Underwritten Stock Firm Shares specified in Schedule I. The purchase price of the Shares to be paid by the several Underwriters and may shall be exercised in whole $_____ per share, being an amount equal to the public offering price less $_____per share. (b) If for any reason one or in part at any time more of the Underwriters shall fail or refuse (but not more otherwise than once) on or before for a reason sufficient to justify the 30th day after the date termination of this Agreement upon written under the provisions of Section 8 or electronic 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter or Underwriters, the Company shall immediately give notice by the Underwriters thereof to the Company setting forth other Underwriters, and such non-defaulting Underwriters shall have the right within 24 hours after the receipt by such Underwriters of such notice to purchase in such other proportions as they may mutually agree, all or any part of the Shares which such defaulting Underwriter or Underwriters agreed to purchase; provided, however, that if the non-defaulting Underwriters fail to make such purchases with respect to such Shares, the number of such Shares which a non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb all of the remaining Shares. Notwithstanding the foregoing, the non-defaulting Underwriters shall not be obligated to purchase the Shares which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of shares of Option Stock as to which the Underwriters are exercising have agreed to purchase hereunder. If the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The total number of shares of Option Stock Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased by each Underwriter or absorbed in accordance with the two preceding sentences, the Company shall be have the right, in such amounts as addition to any other right or remedies it may have, within 24 hours next succeeding the Underwriters shall agree upon prior to the exercise of the option set forth herein.24-hour period

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ ] per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, and except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein containedcontained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company grants an option agrees to sell 5,000,000 Firm Shares to the several Underwriters to purchaseand each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 of this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each of the Selling Shareholders, respectively, grant, severally and not jointly, to the Underwriters an option to purchase up to the number of Option Stock at Shares set forth opposite such Selling Shareholder's name on Schedule 2 hereto. Such option is granted for the Purchase Price. Said option may be exercised only to cover purpose of covering over-allotments in the sale of the Underwritten Stock by the Underwriters Firm Shares and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made is exercisable as provided in Section 5 hereof. The Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of shares Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. To the extent that the Underwriters exercise the option to purchase fewer than the total number of Option Stock Shares offered hereunder, the Underwriters shall purchase Option Shares from each Selling Shareholder in the same proportion that the number of Option Shares offered by such Selling Shareholder bears to the total number of Option Shares offered by the Selling Shareholders hereunder. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] per share. Neither the Company nor any Selling Shareholder shall be obligated to deliver any of the Shares to be delivered on any Delivery Date (as hereinafter defined), except upon payment to such party for all the Shares to be purchased by each Underwriter shall be in from such amounts party on such Delivery Date as the Underwriters shall agree upon prior to the exercise of the option set forth provided herein.

Purchase of the Shares by the Underwriters. (a) a. On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the Company, the Underwritten Stockrespective aggregate number of Firm Shares set forth opposite its name on Schedule A, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. (b) b. If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 twenty-four (24) hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Firm Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Firm Shares and portion, the number of Firm Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining Firm Shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Firm Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Firm Shares exceeds 10% of the total number of Firm Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Firm Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 twenty-four (24) hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Firm Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such the aggregate number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) c. On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth herein.several

Purchase of the Shares by the Underwriters. (a) On The Company agrees to issue and sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations representations, warranties and warranties agreements set forth herein and subject to the terms conditions set forth herein, agrees, severally and conditions herein set forthnot jointly, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, Company the Underwritten Stock. The price at which such shares respective number of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ ] Shares set forth opposite such Underwriter's name in Schedule 1 hereto (or such increased number determined in accordance with Section 9 hereof) at a price per share (the "Purchase Price")) of $[_____]. In making addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, each Underwriter is contracting severally and not jointly, and except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants agreements set forth herein contained, and subject to the terms and conditions herein set forthforth herein, shall have the Company grants an option to the Underwriters to purchase, severally and not jointly, from the Company the Option Stock Shares at the Purchase Price. Said option may If any Option Shares are to be exercised only purchased, the number of Option Shares to cover over-allotments be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 hereof) bears to the sale aggregate number of Underwritten Shares being purchased from the Underwritten Stock Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make, provided that such adjustments do not have the effect of causing the number of Shares thereunder to exceed the total number of shares covered by the Registration Statement. The Underwriters and may be exercised in whole or in part exercise the option to purchase the Option Shares at any time (but not more than once) on or before the 30th thirtieth day after following the date of this Agreement upon Agreement, by written or electronic notice by from the Underwriters Representatives to the Company setting Company. Such notice shall set forth the aggregate number of shares of Option Stock Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters are exercising the option. Delivery intend to make a public offering of the certificates Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter. (c) Payment for the shares Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Shares, at the offices of Fenwick & West, Palo Alto, California at 10:00 A.M. New York City time on [___________], 2002, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option StockShares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters' election to purchase such Option Shares. The time and date of such payment thereforfor the Underwritten Shares is referred to herein as the "Closing Date" and the time and date for such payment for the Option Shares, if other than the Closing Date, are herein referred to as the "Additional Closing Date". Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made as provided in Section 5 hereof. The number against delivery to the Representatives for the respective accounts of shares the several Underwriters of Option Stock the Shares to be purchased by each Underwriter shall be on such date in definitive form registered in such amounts names and in such denominations as the Underwriters Representatives shall agree upon request in writing not later than two full business days prior to the exercise Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of the option Shares duly paid by the Company. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of X.X. Xxxxxx Securities Inc. set forth hereinabove not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the Underwriters, several Underwriters and each of the Underwriters agree agrees to purchase from the Company, Company the Underwritten Stock. respective aggregate number of Firm Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $___ per share (share. The obligation of each Underwriter to the "Purchase Price")Company shall be to purchase from the Company that number of Firm Shares which represents the same proportion of the total number of Firm Shares to be sold by the Company pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Firm Shares to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 9 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such non-the non- defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all of the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the CompanyCompany or the Selling Securityholders. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants and the Selling Securityholders grant an option to the several Underwriters to purchase, severally and not jointly, up to 570,000 Optional Shares from the Option Stock Company and the Selling Securityholders at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th thirtieth day after the date of this Agreement upon written or electronic telegraphic notice by the Underwriters you to the Company setting forth the aggregate number of shares of Option Stock Optional Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockOptional Shares, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock Optional Shares to be purchased by each Underwriter shall be the same percentage of the total number of Optional Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, as adjusted by you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the __________ Underwritten Stock Shares to the Underwriters, several Underwriters and each of the Underwriters agree agrees to purchase from the Company, Company the respective aggregate number of Underwritten Stock. Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $___ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 or 12 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, jointly up to ___________ Option Shares in the Option Stock aggregate from such Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Underwritten Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th thirtieth day after the date of this Agreement upon written or electronic telegraphic notice by the Underwriters you to the Company setting forth the aggregate number of shares of Option Stock Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockShares, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Shares, as adjusted by you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall issue and sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, Company the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ [XXXXX] per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1.I. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares shares of the Common Stock agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters Underwriter shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that shares of the Common Stock which such defaulting Underwriter agreed to purchase. If a the non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares shares and portion, the number of Shares that such shares of the Common Stock which the non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter agreed to purchase; provided, however, that such the non-defaulting Underwriter shall not be obligated to purchase the Shares shares and portion that such which the defaulting Underwriter agreed to purchase if the aggregate number of such Shares shares of Common Stock exceeds 10% of the total number of Shares that which the Underwriters agreed to purchase under this Agreement. If the total number of Shares that shares of the Common Stock which the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such the non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such shares of the Common Stock which the defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or and without any liability on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a the defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th thirtieth day after the date of this Agreement agreement upon written or electronic telegraphic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, therefor shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth hereinhereunder.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ ] $ per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in on Schedule 1. (b) If for any reason one any of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number portion of the Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriter or Underwriters shall have the right right, within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and by such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portionShares, the number of Shares that such the non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter or Underwriters shall not be obligated to purchase the Shares and portion that such the defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters Underwriters or purchasers reasonably satisfactory to you the non-defaulting Underwriters for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such the non-defaulting Underwriter or the Company does Underwriters do not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such the defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or Underwriters and without any liability on the part of the non-defaulting Underwriter or Underwriters to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a the defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, therefor shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth hereinhereunder.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $12.09 per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 twenty-four (24) hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to (as adjusted by you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts manner as the Underwriters shall agree upon prior to the exercise of the option set forth herein.you deem

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock 2,200,000 Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the Company, Company the Underwritten Stock. respective aggregate number of Firm Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $___ per share (share. The obligation of each Underwriter to the "Purchase Price")Company shall be to purchase from the Company that number of Firm Shares which represents the same proportion of the total number of Firm Shares to be sold by the Company pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 9 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such non-the non- defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 3(b) as if such party had originally been a party to this Agreement and had been allocated the number of Shares actually purchased by it as a result of its original commitment (if applicable) to purchase Shares and its purchase of Shares pursuant to this Section 3(b). If such neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all of the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth herein.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $______ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (bSections 3(b) and (c) of this Section 33(c), the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you the Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by the Representative in such manner as the Representative deems advisable to avoid fractional shares) to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you the Representative for purchase of such Shares and portion on the terms herein set forth. In any such case, either you the Representative or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on which the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.defaulting (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, the Option purchase up to 150,000 shares of Series B Preferred Stock at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said Such option may be exercised only to cover over-allotments overallotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time, or from time (but not more than once) to time, on or before the 30th 45th day after the date of this Agreement the Prospectus upon written or electronic telegraphic notice by the Underwriters Representative to the Company setting forth the aggregate number of shares of Option Stock Overallotment Shares as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockOverallotment Shares, and payment therefor, shall be made as provided in Section 5 hereof. The Each Underwriter shall purchase such percentage of the Overallotment Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, the exact number of shares of Option Stock to be purchased adjusted by each Underwriter shall be the Representative in such amounts manner as the Underwriters Representative deems advisable to avoid fractional shares. (d) On the Closing Date, the Company shall agree upon prior issue and deliver to the exercise Representative, or at the direction of the option Representative, to its designees as provided in the Representative's Warrant Agreement, for a purchase price of $.0001 per Representative's Warrant (an aggregate of $10), the Representative's Warrants entitling the holder thereof to purchase 100,000 shares of Series B Preferred Stock on the terms and conditions set forth hereinin the Representative's Warrant Agreement.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (bSection 3(b) and (c) of this Section 33(c), the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph Section 3(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase all or any portion of the Option Stock Overallotment Shares from the Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said Such option may be exercised only to cover over-allotments overallotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement the Prospectus upon written or electronic telegraphic notice by the Underwriters you to the Company setting forth the aggregate number of shares of Option Stock Overallotment Shares as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockOverallotment Shares, and payment therefor, shall be made as provided in Section 5 hereof. The Each Underwriter shall purchase such percentage of the Overallotment shares as is equal to the percentage of Firm shares that such Underwriter is purchasing, the exact number of shares of Option Stock to be purchased adjusted by each Underwriter shall be the Representative in such amounts manner as you deem advisable to avoid fractional shares. (d) On the Underwriters Closing Date, the Company shall agree upon prior issue and deliver to the exercise Representative, or at the direction of the option Representative, to its designees as provided in the Representative's Warrant Agreement, for a purchase price of $.01 per Representative's Warrant (an aggregate of $1,200), the Representative's Warrants entitling the holder thereof to purchase 120,000 shares of Common Stock on the terms and conditions set forth hereinin the Representative's Warrant Agreement.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ $[__.__] per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, ; and except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in on Schedule 1. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, therefor shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth hereinhereunder.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ ] $29.4325 per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in on Schedule 11 hereto. (b) If for any reason one any of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number portion of the Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters Underwriter shall have the right right, within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and by such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a the non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portionShares, the number of Shares that such the non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such the non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such the defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters Underwriters or purchasers reasonably satisfactory to you the non-defaulting Underwriter for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Final Prospectus or any other documents or arrangements may be made. If such the non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such the defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or and without any liability on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a the defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, therefor shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth hereinhereunder.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ ] per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, ; and except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter Underwriters or on the part of the non-defaulting Underwriter Underwriters to the CompanyCompany except that the Company shall continue to be obligated as set forth in Section 6(g), Section 8 and Section 9. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, jointly the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than oncetwice) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters Representatives to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, therefor shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth hereinhereunder.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (bSection 3(b) and (c) of this Section 33(c), the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph Section 3(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants and the Selling Stockholders hereby grant an option to the several Underwriters to purchase, severally and not jointlyin the case of the Company, up to ___________ shares of Common Stock, and, in the Option case of each of the Selling Stockholders, up to the number of shares of Common Stock set forth opposite such Selling Stockholder's name on Schedule B at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said Such option may be exercised only to cover over-allotments overallotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time, or from time (but not more than once) to time, on or before the 30th day after the date of this Agreement the Prospectus upon written or electronic telegraphic notice by the Underwriters you to the Company and the Selling Stockholders setting forth the aggregate number of shares of Option Stock Overallotment Shares as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockOverallotment Shares, and payment therefor, shall be made as provided in Section 5 hereof. The Each Underwriter shall purchase such percentage of the Overallotment shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, the exact number of shares of Option Stock to be purchased adjusted by each Underwriter shall be the Representative in such amounts manner as you deem advisable to avoid fractional shares. In the Underwriters event the options are exercised by you with respect to less than all the Overallotment Shares, the number of Overallotment Shares covered by the exercised options shall agree upon prior first be sold by the Company until all of its Overallotment Shares have been purchased and any excess shall then be sold by the Selling Stockholders on a pro rata basis until all of their Overallotment Shares are sold. (d) On the Closing Date, the Company shall issue and deliver to the exercise Representative, or at the direction of the option Representative, to its designees as provided in the Representative's Warrant Agreement, for a purchase price of $.001 per Representative's Warrant (an aggregate of $________), the Representative's Warrants entitling the holder thereof to purchase ___________ shares of Common Stock on the terms and conditions set forth hereinin the Representative's Warrant Agreement.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell 2,100,000 of the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the Company, Company the Underwritten Stock. respective aggregate number of Firm Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $___ per share (share. The obligation of each Underwriter to the "Purchase Price")Company shall be to purchase from the Company that number of Firm Shares which represents the same proportion of the total number of Firm Shares to be sold by the Company pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Firm Shares to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 32, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 or 12 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any -11- 13 such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 4 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all of the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to 315,000 Optional Shares from the Option Stock Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th thirtieth day after the date of this Agreement upon written or electronic telegraphic notice by the Underwriters you to the Company setting forth the aggregate number of shares of Option Stock Optional Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockOptional Shares, and payment therefor, shall be made as provided in Section 5 4 hereof. The number of shares of Option Stock Optional Shares to be purchased by each Underwriter shall be the same percentage of the total number of Optional Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, as adjusted by you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm ---------- Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. ---------- (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 twenty-four (24) hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, -------- however, that such non-defaulting Underwriter the nondefaulting Underwriters shall not be obligated to purchase ------- the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 twenty-four (24) hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Offering Memorandum, the Prospectus or any other documents or arrangements may be made. If such the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the non-defaulting any nondefaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, purchase all or any portion of the Option Stock Shares from the Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth herein.the

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall hereby agrees to issue and sell the Underwritten Stock Shares to the Underwriters, several Underwriters and each of the Underwriters agree agrees to purchase from the Company, Company the respective aggregate number of Underwritten Stock. Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $___ per share (share, the "Purchase PricePURCHASE PRICE"). In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (bSections 4(b) and (c) of this Section 34(c), the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 10 or 12 11 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails so Underwriters fail to make such arrangements with respect to all such Shares shares and portion, the number of the Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 6 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 6 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to neither the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth herein.defaulting

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of ---------- Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. ---------- (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 twenty-four (24) hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 twenty-four (24) hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Offering Memorandum and the Prospectus or any other documents or arrangements may be made. If such the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, purchase all or any portion of the Option Stock Shares from the Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic telegraphic notice by the Underwriters you to the Company setting forth the aggregate number of shares of the Option Stock Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockShares, and payment therefor, shall be made as provided in Section 5 hereof. The Each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, the exact number of shares of Option Stock to be purchased adjusted by each Underwriter shall be you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ [______] per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, ; and except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, therefor shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth hereinhereunder.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the CompanyCompany the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, the Underwritten Stockplus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 2(b) hereof. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $___ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 32, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in on Schedule 1.A. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 twenty-four (24) hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 twenty-four (24) hours next succeeding the twenty-four (24-) hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 4 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 4 in order that any necessary changes in the Registration Statement, the Offering Memorandum, the Prospectus or any other documents or arrangements may be made. If such the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the twenty-four (24-) hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, purchase all or any portion of the Option Stock Shares from the Company at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic telecopied notice by the Underwriters you to the Company setting forth the aggregate number of shares of the Option Stock Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockShares, and payment therefor, shall be made as provided in Section 5 4 hereof. The Each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, the exact number of shares of Option Stock to be purchased adjusted by each Underwriter shall be you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock 1,900,000 Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the Company, Company the Underwritten Stock. respective aggregate number of Firm Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be $[ ] per share (share. The obligation of each Underwriter to the "Purchase Price")Company shall be to purchase from the Company that number of Firm Shares which represents the same proportion of the total number of Firm Shares to be sold by the Company pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 32, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 or 12 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth herein.arrangements

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ ] $7.99 per share (the "“Purchase Price"”). In making this Agreement, each Underwriter is contracting severally and not jointly, ; and except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in on Schedule 1. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus and the General Disclosure Package or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-non- defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, therefor shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth hereinhereunder.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell the Underwritten Stock Firm Shares to the Underwriters, several Underwriters and each of the Underwriters agree agrees to purchase from the Company, Company the Underwritten Stock. respective aggregate number of shares of Firm Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $_____ per share (the "Purchase Price")share. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 or 12 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the Company shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares shares and portion, the number of shares of the Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; providedPROVIDED, howeverHOWEVER, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Shares exceeds 10% of the total number of shares of the Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of shares of the Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the shares of the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants and the Selling Securityholder grant an option to the several Underwriters to purchase, severally and not jointly, purchase up to [750,000] shares in the aggregate of the Option Stock Shares from the Company and the Selling Securityholder at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th thirtieth day after the date of this Agreement upon written or electronic telegraphic notice by the Underwriters you to the Company and the Selling Securityholder setting forth the aggregate number of shares of the Option Stock Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockShares, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock Shares to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, as adjusted by you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall hereby agrees to issue and sell the Underwritten Stock Shares to the Underwriters, several Underwriters and each of the Underwriters agree agrees to purchase from the Company, Company the respective aggregate number of Underwritten Stock. Shares set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $ per share (share, the "Purchase Price"). PURCHASE PRICE." In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (bSections 1(a) and (c) of this Section 31(c), the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Shares specified in Schedule 1.I. (b) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 or 12 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal default to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a the non-defaulting Underwriter fails so Underwriters fail to make such arrangements with respect to all such Shares shares and portion, the number of the Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such neither the non-defaulting Underwriter or Underwriters nor the Company does not shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, the up to 750,000 Option Stock Shares at the Purchase Price. Said option may be exercised only to cover over-allotments (if any) in the sale of the Underwritten Stock Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th thirtieth day after the date of this Agreement upon written or electronic notice by the Underwriters you to the Company setting forth the aggregate number of shares of Option Stock Shares as to which the several Underwriters are exercising the option, the date and time when the Option is being exercised, and the date and time when the Option Shares are to be delivered and paid for, which date shall not be earlier than the Closing Date nor later than the tenth full Business Day after the date of such notice. Delivery of the certificates for the shares of Option StockShares, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of Option Stock Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Shares, as adjusted by you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the CompanyCompany and the Selling Shareholders, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Shareholders and purchased by the Underwriters shall be [ ] $______ per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 12. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 8 or 12 13 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-non- defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase to purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the CompanyUnderwriter. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants and the Selling Shareholders grant an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, therefor shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth hereinhereunder.

Purchase of the Shares by the Underwriters. (aA) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall agrees to issue and sell 4,000,000 of the Underwritten Stock Firm Shares to the several Underwriters, and each of the Underwriters agree agrees to purchase from the Company, Company the Underwritten Stock. respective aggregate number of Firm Shares set forth opposite its name in SCHEDULE I. The price at which such shares of Underwritten Stock Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be [ ] $___ per share (share. The obligation of each Underwriter to the "Purchase Price")Company shall be to purchase from the Company that number of Firm Shares which represents the same proportion of the total number of Firm Shares to be sold by the Company pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in SCHEDULE I hereto represents of the total number of shares of the Firm Shares to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly, and ; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock Firm Shares specified in Schedule 1.SCHEDULE I. (bB) If for any reason one or more of the Underwriters shall fail or refuse (other otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 9 or 12 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such UnderwriterUnderwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares that which such defaulting Underwriter or Underwriters agreed to purchase. If a non-the non- defaulting Underwriter fails Underwriters fail so to make such arrangements with respect to all such Shares shares and portion, the number of Shares that such which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares shares and portion that which the defaulting Underwriter or Underwriters agreed to purchase; providedPROVIDED, howeverHOWEVER, that such the non-defaulting Underwriter Underwriters shall not be obligated to purchase the Shares and portion that such which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the which all Underwriters agreed to purchase under this Agreementhereunder. If the total number of Shares that which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to aboveto, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such neither the non-defaulting Underwriter or Underwriters nor the Company does not and the Selling Securityholders shall make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all of the Shares that such which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to the any non-defaulting Underwriter or and without any liability on the part of the any non-defaulting Underwriter to the CompanyCompany or the Selling Securityholders. Nothing in this paragraph 3(b(b), and no action taken hereunder, shall relieve a any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (cC) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants and the Selling Securityholders grant an option to the several Underwriters to purchase, severally and not jointly, up to 600,000 Optional Shares from the Option Stock Company and the Selling Securityholders at the Purchase Pricesame price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th forty-fifth (45th) day after the date of this Agreement upon written or electronic telegraphic notice by the Underwriters you to the Company setting forth the aggregate number of shares of Option Stock Optional Shares as to which the several Underwriters are exercising the option. Delivery of the certificates for the shares of Option StockOptional Shares, and payment therefor, shall be made as provided in Section 5 hereof. To the extent the Underwriters exercise such over-allotment option in part, such shares shall be purchased pro rata based on the total number of Optional Shares to be sold by all Selling Securityholders and the Company. The number of shares of Option Stock Optional Shares to be purchased by each Underwriter shall be the same percentage of the total number of Optional Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, as adjusted by you in such amounts manner as the Underwriters shall agree upon prior you deem advisable to the exercise of the option set forth hereinavoid fractional shares.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ ] per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, and except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein containedcontained in, and subject to the terms and conditions herein set forthof, this Agreement, the Company grants an option agrees to sell ______ Firm Shares and each Selling Shareholder hereby agrees to sell the Underwriters to purchasenumber of Firm Shares set opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Selling Shareholders grant to the Underwriters an option to purchase the Option Stock at Shares. Such option is granted for the Purchase Price. Said option may be exercised only to cover purpose of covering over-allotments allotments, if any, in the sale of the Underwritten Stock by the Underwriters Firm Shares and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, shall be made is exercisable as provided in Section 5 hereof. The Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 share amounts. The price of both the Firm Shares and any Option Shares shall be $O per share. Neither the Company nor the Selling Shareholders shall be obligated to deliver any of the Shares to be delivered on any Delivery Date (as hereinafter defined), except upon payment for all the Shares to be purchased by each Underwriter shall be in on such amounts Delivery Date as the Underwriters shall agree upon prior to the exercise of the option set forth provided herein.

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company shall sell the Underwritten Stock to the Underwriters, and the Underwriters agree to purchase from the Company, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the Underwriters shall be [ [______] per share (the "Purchase Price"). In making this Agreement, each Underwriter is contracting severally and not jointly, ; and except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of the Underwritten Stock specified in Schedule 1. (b) If for any reason one of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 12 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter, the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of notice of such failure or refusal to so purchase, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter and upon the terms herein set forth, all or any part of the Shares that such defaulting Underwriter agreed to purchase. If a non-defaulting Underwriter fails so to make such arrangements with respect to all such Shares and portion, the number of Shares that such non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares and portion that the defaulting Underwriter agreed to purchase; provided, however, that such non-defaulting Underwriter shall not be obligated to purchase the Shares and portion that such defaulting Underwriter agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares that the Underwriters agreed to purchase under this Agreement. If the total number of Shares that the defaulting Underwriter agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven (7) business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If such non-defaulting Underwriter or the Company does not make arrangements (such arrangements being subject to the Underwriters' approval, which shall not be unreasonably withheld) within the 24-hour periods stated above for the purchase of all the Shares that such defaulting Underwriter agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to the non-defaulting Underwriter or on the part of the non-defaulting Underwriter to the Company. Nothing in this paragraph 3(b), and no action taken hereunder, shall relieve a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriters to purchase, severally and not jointly, the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement agreement upon written or electronic notice by the Underwriters to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriters are exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor, therefor shall be made as provided in Section 5 hereof. The number of shares of Option Stock to be purchased by each Underwriter shall be in such amounts as the Underwriters shall agree upon prior to the exercise of the option set forth hereinhereunder.