Common use of Purchase of Units Clause in Contracts

Purchase of Units. Promptly after you make a determination to offer Units of a Trust and you inquire as to whether we desire to participate in such offering, we will advise you promptly as to the number of Units which we will purchase or of our decision not to participate in such offering. Such advice may be written or oral. The delivery to the Sponsor of a completed Schedule A to this Agreement shall constitute adequate written advice. Oral advice shall be binding but shall be promptly confirmed in writing by us by means of telegraph, telegram or other form of wire or facsimile transmission. Such written confirmation shall contain the information requested by Schedule A to this Agreement. You may rely on and we hereby commit on the terms and conditions of this Agreement to purchase and pay for the number of Units of the Trust set forth in such advice (the "Unit Commitment"). Our Unit Commitment may be increased only by mutual agreement between us and you at any time prior to the date as of which the Trust Agreement for the Trust is executed (the "Date of Deposit"). We agree that you in your sole discretion reserve the right to decrease our Unit Commitment at any time prior to the Date of Deposit and if you so elect to make such a decrease, you will notify us of such an election by telephone and promptly confirm the same in writing. The price to be paid for such Units shall be the Public Offering Price per Unit (as defined in the Prospectus) as first determined on the Date of Deposit or such later determination on such Date of Deposit as you shall advise us, less the sum per Unit indicated under "Sponsor and Underwriter Compensation" in the Prospectus. Further, each Underwriter who underwrites that number of Units indicated under "Sponsor and Underwriter Compensation" in the Prospectus will receive from the Sponsor that additional compensation indicated under such section of the Prospectus for each Unit it underwrites, providing the Trust size is in excess of that number of Units, if any, indicated under such section of the Prospectus. At the Date of Deposit, we will become the owner of the Units and be entitled to the benefits (except for interest, if any, accruing from the Date of Deposit to the First Settlement Date) as well as the risks inherent therein. We acknowledge that those persons, if any, named in the Prospectus under "Sponsor and Underwriter Compensation" are Managing or Co-Managing Underwriters of the Trust, as indicated therein, and we acknowledge that those persons specifically named therein will receive as additional compensation those respective per Unit amounts set forth in such section of the Prospectus. You are authorized to retain custody of our Units until the Registration Statement relating thereto has become effective under the 1933 Act and you shall have received payment from us for such Units. You are authorized to file an amendment to said Registration Statement describing the Securities and furnishing information based thereon or relating thereto and any further amendments or supplements to the Registration Statement or Prospectus which you may deem necessary or advisable. We will furnish to you upon your request such information as will be required to insure that the Registration Statement and Prospectus are current insofar as they relate to us and we thereafter continue to furnish you with such information as may be necessary to keep current and correct the information previously supplied. We understand that the Trust will also take action with respect to the offering and sale of Units in accordance with the Blue Sky or securities laws of certain states in which it is proposed that the Units may be offered and sold.

Purchase of Units. Promptly after you make a determination The Subscriber understands and acknowledges that the purchase price to offer Units of a Trust and you inquire as to whether we desire to participate in such offering, we will advise you promptly as be remitted to the number Company in exchange for the Units shall be set at $0.68 per Unit, for an aggregate purchase price as set forth on page 24 hereof (the “Aggregate Purchase Price”), which shall be equivalent to $0.68 per Share, exclusive of Units which we will purchase or the value of our decision not to participate in such offering. Such advice may be written or oralthe Warrants. The Subscriber’s delivery to the Sponsor of a completed Schedule A to this Agreement shall constitute adequate written advice. Oral advice shall be binding but shall be promptly confirmed in writing by us by means of telegraph, telegram or other form of wire or facsimile transmission. Such written confirmation shall contain the information requested by Schedule A to this Agreement. You may rely on and we hereby commit on the terms and conditions of this Agreement to purchase and pay the Company shall be accompanied by payment for the number Units subscribed for hereunder, payable in United States Dollars, by wire transfer of Units immediately available funds delivered to Signature Bank, as escrow agent (the “Escrow Agent”) pursuant to the terms of the Trust set forth in such advice (the "Unit Commitment"). Our Unit Commitment may be increased only by mutual agreement between us and you at any time prior to the date as of which the Trust Agreement for the Trust is executed (the "Date of Deposit"). We agree that you in your sole discretion reserve the right to decrease our Unit Commitment at any time prior to the Date of Deposit and if you so elect to make such a decrease, you will notify us of such an election by telephone and promptly confirm the same in writing. The price to be paid for such Units shall be the Public Offering Price per Unit (as defined in the Prospectusescrow agreement(the “Escrow Agreement”) as first determined on the Date of Deposit or such later determination on such Date of Deposit as you shall advise us, less the sum per Unit indicated under "Sponsor and Underwriter Compensation" in the Prospectus. Further, each Underwriter who underwrites that number of Units indicated under "Sponsor and Underwriter Compensation" in the Prospectus will receive from the Sponsor that additional compensation indicated under such section of the Prospectus for each Unit it underwrites, providing the Trust size is in excess of that number of Units, if any, indicated under such section of the Prospectus. At the Date of Deposit, we will become the owner of the Units and be entitled to the benefits (except for interest, if any, accruing from the Date of Deposit to the First Settlement Date) as well as the risks inherent therein. We acknowledge that those persons, if any, named in the Prospectus under "Sponsor and Underwriter Compensation" are Managing or Co-Managing Underwriters of the Trust, as indicated therein, and we acknowledge that those persons specifically named therein will receive as additional compensation those respective per Unit amounts set forth in such section of the Prospectus. You are authorized to retain custody of our Units until the Registration Statement relating thereto has become effective under the 1933 Act and you shall have received payment from us for such Units. You are authorized to file an amendment to said Registration Statement describing the Securities and furnishing information based thereon or relating thereto and any further amendments or supplements to the Registration Statement or Prospectus which you may deem necessary or advisable. We will furnish to you upon your request such information as will be required to insure that the Registration Statement and Prospectus are current insofar as they relate to us and we thereafter continue to furnish you with such information as may be necessary to keep current and correct the information previously supplied. We understand that the Trust will also take action with respect to the offering and sale of Units in accordance with the Blue Sky or securities laws of certain states in which wire instructions set forth on Exhibit C attached hereto. Additionally, the Company shall deposit certificates evidencing the Shares and Warrants so subscribed for with the Company’s corporate secretary, as escrow agent for the Securities (the “Securities Escrow Agent”). The Subscriber understands and agrees that, subject to Section 2 and applicable laws, by executing this Agreement, it is proposed entering into a binding agreement. Notwithstanding anything to the contrary herein, the Securities shall be held by the Securities Escrow Agent and the Aggregate Purchase Price shall be held by the Escrow Agent in accordance with Section 5(k) herein and the terms of the Escrow Agreement. The Company and the Subscriber acknowledge that the Units may Offering, the issuance of the Securities and the Listing of Additional Shares Application covering the listing of the Common Stock underlying the Shares and the Warrant Shares shall be offered subject to certain required approvals by The NASDAQ Capital Market (“NASDAQ”), including approval of the Offering, the issuance of the Securities and soldany potential change of control resulting from the consummation of the Offering (if required), by the Company’s stockholders, if required (such approval, “NASDAQ Approval”). The Company agrees that it will inform the Subscriber of any requirements of NASDAQ for NASDAQ Approval of the Offering and the Subscriber shall, within twenty-four hours of such notification have the right to request a return of such Subscriber’s subscription.

Purchase of Units. Promptly after you make a determination to offer Units of a Trust and you inquire as to whether we desire to participate in such offering, we will advise you promptly as to the number of Units which that we will purchase (the "Unit Commitment") or of our decision not to participate in such offering. Such advice may be written or oral. The delivery to the Sponsor of a completed Schedule A to this Agreement shall constitute adequate written advice. Oral advice shall be binding but shall be promptly confirmed in writing by us by means of telegraph, telegram or other form of wire or facsimile transmission. Such written confirmation shall contain the information requested by Schedule A to this Agreement. You may rely on and we hereby commit on the terms and conditions of this Agreement to purchase and pay for the number of Units of the Trust set forth in such advice (the "our Unit Commitment"). Our Unit Commitment may be increased only by mutual agreement between us and you at any time prior to the date as of which the Trust Agreement for the Trust is executed (the "Initial Date of Deposit"). We agree that you you, in your sole discretion discretion, reserve the right to decrease our Unit Commitment at any time on or prior to the Initial Date of Deposit and and, if you so elect to make such a decrease, you will notify us of such an election election. Notwithstanding anything to the contrary in this Agreement, the notices described in this paragraph may be made by telephone and promptly confirm the same in writingtelephone. The price to be paid for such Units shall be the Public Offering Price public offering price per Unit of a Trust (as defined in the Final Prospectus) as first determined as of the close of the New York Stock Exchange on the Initial Date of Deposit or such later other determination on such Initial Date of Deposit as you shall advise usus and which shall be set forth in the Final Prospectus, less the sum Underwriter concession per Unit indicated under "Sponsor and Underwriter Compensation" set forth in the Final Prospectus. Further, each Underwriter who underwrites that number of Units indicated under "Sponsor and Underwriter Compensation" certain Underwriters may be eligible for additional compensation as set forth in the Prospectus will receive from the Sponsor that Final Prospectus, which additional compensation indicated under such section may be in the form of additional Underwriter concessions or in the Prospectus for each Unit it underwrites, providing the Trust size is in excess form of that number of Units, if any, indicated under such section of the Prospectusdirect payments from you. At the Initial Date of DepositDeposit for a Trust, we will become the owner of the Units of such Trust and be entitled to the benefits (except for interest, if any, accruing from the Initial Date of Deposit to the First Settlement Datefirst settlement date for Units) as well as the risks inherent therein. We acknowledge that those persons, if any, named in the Prospectus under "Sponsor and Underwriter Compensation" are Managing or Co-Managing Underwriters of the Trust, as indicated therein, and we acknowledge that those persons specifically named therein will receive as additional compensation those respective per Unit amounts set forth in such section of the Prospectus. You are authorized to retain custody of our Units until the Registration Statement relating thereto has become effective under the 1933 Act and you shall have received payment from us for such Units. We agree that payment for Units shall be in Fed Funds, New York clearinghouse or other immediately available funds and that such funds shall be received by you by the earlier of the end of the third (3rd) business day following the Initial Date of Deposit for the applicable Trust or the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). If such payment is not received by you by such date, we shall forfeit our right to any compensation with respect to such Units, and you reserve the right, without notice, to cancel the sale, or, at your option, to sell the Units to another broker-dealer or back to the Trust, in which case you may hold us responsible for any loss, including loss of profit, suffered by you resulting from our failure to make payment. You are authorized to file an amendment to said Registration Statement describing the Securities and furnishing information based thereon or relating thereto and any further amendments or supplements to the Registration Statement or Final Prospectus which you may deem necessary or advisable. We will furnish to you you, upon your request request, such information as will be required to insure ensure that the Registration Statement and Final Prospectus are current current, insofar as they relate to us us, and we will thereafter continue to furnish you with such information as may be necessary to keep current and correct the information previously supplied. We understand that the each Trust will also take action with respect to the offering and sale of Units in accordance with the Blue Sky or securities laws of certain states in which it is proposed that the Units may be offered and sold. We agree not to transact orders for Units in states or jurisdictions in which Units may not be sold or in which we and our personnel are not authorized to sell Units. You shall have no responsibility, under the laws regulating the sale of securities in the United States or any foreign jurisdiction, with respect to the qualification or status of us or our personnel selling Units. You shall not, in any event, be liable for or responsible for the issue, form, validity, enforceability and value of such Units or for any matter in connection therewith. We agree that we will make no offers or sales of Units in any foreign jurisdiction, except with your express written consent.

Purchase of Units. Promptly after Based upon representations made by you make a determination to offer Units of a Trust and you inquire as to whether the nature of the Fund, we desire have agreed to participate in such offering, we the offering of Units of the Fund. We will advise you promptly as to the number of Units which we will purchase or of our decision not to participate in such offeringpurchase. Such advice may be written or oral. The delivery to the Sponsor of a completed Schedule A to this Agreement shall constitute adequate written advice. Oral advice shall be binding but shall be promptly confirmed in writing by us by means of telegraph, telegram or other form of wire or facsimile transmission. Such written confirmation shall contain the information requested , including a wire transfer to your account of funds for payment of Units purchased by Schedule A to this Agreementus. You may rely on and we hereby commit on the terms and conditions of this Agreement to purchase and pay for the number of Units of the Trust Fund set forth in such advice (the "Unit Commitment"). Our Unit Commitment may be increased only by mutual agreement between us and you at any time prior to the date as of which the Trust Agreement for the Trust is executed (the "Initial Date of Deposit"). We agree that you in your sole discretion reserve the right to decrease our Unit Commitment at any time prior to the Initial Date of Deposit Deposit, and if you so elect to make such a decrease, decision you will notify us of such an election by telephone and promptly confirm the same by telegraph or writing. We hereby agree with you to purchase from you and, to pay for on the First Settlement Date, the number of Units (the "Initial Units") in writingthe Fund designated for purchase on such date by our Unit Commitment. The price to be paid on the First Settlement Date for each such Units Unit shall be the Public Offering Price per Unit (as defined in Unit, at the Prospectus) as first determined close of business on the Initial Date of Deposit or such later determination on such Date of Deposit as you shall advise us, less the sum per Unit indicated under "Sponsor and Underwriter Compensation" in the Prospectus. Further, each Underwriter who underwrites that number of Units indicated under "Sponsor and Underwriter Compensation" concession set forth in the Prospectus will receive from which is applicable to the Sponsor that additional compensation indicated under such section Unit Commitment, assuming for the purposes only of the Prospectus Unit Commitment that all Units committed for each Unit it underwrites, providing are purchased on the Trust size is in excess of that number of Units, if any, indicated under such section of the Prospectus. At the Initial Date of Deposit. The price we pay for the purchase of Units shall represent the only expense for which we are responsible. All other expenses of the Trust, to the extent not paid for by the Trust or the Trustee, will be paid for by you. On the Initial Date of Deposit, notwithstanding that we pay for our Initial Units on the First Settlement Date, we will become the owner of the such Initial Units and be entitled to the benefits (except for interest, if any, accruing from the Date of Deposit to the First Settlement Date) as well as the risks inherent therein. We acknowledge that those persons, if any, named in the Prospectus under "Sponsor and Underwriter Compensation" are Managing or Co-Managing Underwriters of the Trust, as indicated therein, and we acknowledge that those persons specifically named therein will receive as additional compensation those respective per Unit amounts set forth in such section of the Prospectus. You are authorized to retain custody of our Initial Units until the Registration Statement relating thereto has become effective under the 1933 Act and you Act. You agree that if we commit in our Unit Commitment to purchase $500,000 or more of the Fund, we may elect to purchase any designated number of Units in excess of those to be purchased pursuant to the Unit Commitment in amounts of at least $100,000 subsequent to the Initial Date of Deposit. You agree that we may, on the date of any Subsequent Deposit (the "Subsequent Date of Deposit"), purchase any amount of Units so deposited. The price to be paid on the Settlement Date for Units purchased on each Subsequent Date of Deposit shall have received payment from us for be the Public Offering Price per Unit as of the close of business on such UnitsSubsequent Date of Deposit less the concession set forth in the Prospectus applicable to the entire Unit Commitment. You are authorized to file an amendment to said Registration Statement describing the Securities and furnishing furnish information based thereon or relating thereto and any further amendments or supplements to the Registration Statement or Prospectus which you may deem necessary or advisable. We will furnish to you upon your request such information as will be required to insure that the Registration Statement and Prospectus are current insofar as they relate to us us, and we will thereafter continue to furnish you with such information as may be necessary to keep current and correct the information previously suppliedsupplied which relates to us. We understand that you will cause the Trust will also Fund to take action with respect to the offering and sale of Units in accordance with the Blue Sky or securities laws of certain states in which it is proposed that the Units may be offered and sold. In addition, we agree to provide sales information to you which will contain detailed information regarding the number of Units sold and the jurisdictions in which such Units were sold within thirty (30) days of such sales.

Purchase of Units. Promptly after Based upon representations made by you make a determination to offer Units of a Trust and you inquire as to whether the nature of the Fund, we desire have agreed to participate in such offering, we the offering of Units of the Fund. We will advise you promptly as to the number of Units which we will purchase or of our decision not to participate in such offeringpurchase. Such advice may be written or oral. The delivery to the Sponsor of a completed Schedule A to this Agreement shall constitute adequate written advice. Oral advice shall be binding but shall be promptly confirmed in writing by us by means of telegraph, telegram or other form of wire or facsimile transmission. Such written confirmation shall contain the information requested , including a wire transfer to your account of funds for payment of Units purchased by Schedule A to this Agreementus. You may rely on and we hereby commit on the terms and conditions of this Agreement to purchase and pay for the number of Units of the Trust Fund set forth in such advice (the "Unit Commitment"). Our Unit Commitment may be increased only by mutual agreement between us and you at any time prior to the date as of which the Trust Agreement for the Trust is executed (the "Initial Date of Deposit"). We agree that you in your sole discretion reserve the right to decrease our Unit Commitment at any time prior to the Initial Date of Deposit Deposit, and if you so elect to make such a decrease, decision you will notify us of such an election by telephone and promptly confirm the same by telegraph or writing. We hereby agree with you to purchase from you and, to pay for on the First Settlement Date, the number of Units (the "Initial Units") in writingthe Fund designated for purchase on such date by our Unit Commitment. The price to be paid on the First Settlement Date for each such Units Unit shall be the Public Offering Price per Unit (as defined in Unit, at the Prospectus) as first determined close of business on the Initial Date of Deposit or such later determination on such Date of Deposit as you shall advise us, less the sum per Unit indicated under "Sponsor and Underwriter Compensation" in the Prospectus. Further, each Underwriter who underwrites that number of Units indicated under "Sponsor and Underwriter Compensation" concession set forth in the Prospectus will receive from which is applicable to the Sponsor that additional compensation indicated under such section Unit Commitment, assuming for the purposes only of the Prospectus Unit Commitment that all Units committed for each Unit it underwrites, providing are purchased on the Trust size is in excess of that number of Units, if any, indicated under such section of the Prospectus. At the Initial Date of Deposit. The price we pay for the purchase of Units shall represent the only expense for which we are responsible. All other expenses of the Trust, to the extent not paid for by the Trust or the Trustee, will be paid for by you. On the Initial Date of Deposit, notwithstanding that we pay for our Initial Units on the First Settlement Date, we will become the owner of the such Initial Units and be entitled to the benefits (except for interest, if any, accruing from the Date of Deposit to the First Settlement Date) as well as the risks inherent therein. We acknowledge that those persons, if any, named in the Prospectus under "Sponsor and Underwriter Compensation" are Managing or Co-Managing Underwriters of the Trust, as indicated therein, and we acknowledge that those persons specifically named therein will receive as additional compensation those respective per Unit amounts set forth in such section of the Prospectus. You are authorized to retain custody of our Initial Units until the Registration Statement relating thereto has become effective under the 1933 Act and you Act. You agree that if we commit in our Unit Commitment to purchase $500,000 or more of the Fund, we may elect to purchase any designated number of Units in excess of those to be purchased pursuant to the Unit Commitment in amounts of at least $100,000 subsequent to the Initial Date of Deposit. You agree that we may, on the date of any Subsequent Deposit (the "Subsequent Date of Deposit"), purchase any amount of Units so deposited. The price to be paid on the Settlement Date for Units purchased on each Subsequent Date of Deposit shall have received payment from us for be the Public Offering Price per Unit as of the close of business on such UnitsSubsequent Date of Deposit less the concession set forth in the Prospectus applicable to the entire Unit Commitment. You are authorized to file an amendment to said Registration Statement describing the Securities and furnishing furnish information based thereon or relating thereto and any further amendments or supplements to the Registration Statement or Prospectus which you may deem necessary or advisable. We will furnish to you upon your request such information as will be required to insure that the Registration Statement and Prospectus are current insofar as they relate to us us, and we will thereafter continue to furnish you with such information as may be necessary to keep current and correct the information previously supplied. We understand that you will cause the Trust will also Fund to take action with respect to the offering and sale of Units in accordance with the Blue Sky or securities laws of certain states in which it is proposed that the Units may be offered and sold. In addition, we agree to provide sales information to you which will contain detailed information regarding the number of Units sold and the jurisdictions in which such Units were sold within thirty (30) days of such sales.

Purchase of Units. Promptly after you make making a determination to offer Units of a Trust Fund, you agree to notify us as to the nature of the Fund and you to inquire as to whether we desire to participate in such offering, we . We will advise you promptly as to the number of Units which we will purchase or of our decision not to participate in such offering. Such advice may be written or oral. The delivery to the Sponsor of a completed Schedule A to this Agreement shall constitute adequate written advice. Oral advice shall be binding but shall be promptly confirmed in writing by us by means of telegraph, telegram or other form of wire or facsimile transmission. Such written confirmation shall contain the information requested , including a wire transfer to your account of funds for payment of Units purchased by Schedule A to this Agreementus. You may rely on and we hereby commit on the terms and conditions of this Agreement to purchase and pay for the number of Units of the Trust Fund set forth in such advice (the "Unit Commitment"). Our Unit Commitment may be increased only by mutual agreement between us and you at any time prior to the date as of which the Trust Agreement for the Trust Fund is executed and the Bonds are delivered to the Trustee for deposit in the portfolio of the Fund (the "Initial Date of Deposit"). We agree that you in your sole discretion reserve the right to decrease our Unit Commitment at any time prior to the Initial Date of Deposit and if you so elect to make such a decrease, you will notify us of such an election by telephone and promptly confirm the same by telegraph or writing. We hereby agree with you and the several other Underwriters participating in writingthe distribution of Units of the Fund to purchase from you and to pay for on the First Settlement Date, as defined in the Prospectus, the number of Units in the Fund set forth in our Unit Commitment. The price to be paid on the First Settlement Date for each such Units Unit shall be the Public Offering Price per Unit (as defined in the Prospectus) as first determined on the Date of Deposit or such later determination on such Date of Deposit as you shall advise us, less the sum per Unit indicated under "Sponsor and Underwriter Compensation" in the Prospectus. Further, each Underwriter who underwrites that number of Units indicated under "Sponsor and Underwriter Compensation" concession set forth in the Prospectus will receive from which is applicable to our Unit Commitment. Xx xxx Xxxxxxx Xxxx xx Xxposit, notwithstanding that we pay for our Units on the Sponsor that additional compensation indicated under such section of the Prospectus for each Unit it underwrites, providing the Trust size is in excess of that number of Units, if any, indicated under such section of the Prospectus. At the Date of DepositFirst Settlement Date, we will become the owner of the such Units and be entitled to the benefits (except for interest, if any, interest accruing from the Initial Date of Deposit to the First Settlement DateDeposit) as well as the risks inherent therein. We acknowledge that those persons, if any, named in the Prospectus under "Sponsor and Underwriter Compensation" are Managing or Co-Managing Underwriters of the Trust, as indicated therein, and we acknowledge that those persons specifically named therein will receive as additional compensation those respective per Unit amounts set forth in such section of the Prospectus. You are authorized to retain custody of our Units until the Registration Statement relating thereto has become effective under the 1933 Act and you shall have received payment from us for such UnitsAct. You are authorized to file an amendment to said Registration Statement describing the Securities Bonds and furnishing furnish information based thereon or relating thereto and any further amendments or supplements to the Registration Statement or Prospectus which you may deem necessary or advisable. We will furnish to you upon your request such information as will be required to insure that the Registration Statement and Prospectus are current insofar as they relate to us and we will thereafter continue to furnish you with such information as may be necessary to keep current and correct the information previously supplied. We understand that the Trust Fund will also take action with respect to the offering and sale of Units in accordance with the Blue Sky or securities laws of certain states in which it is proposed that the Units may be offered and sold.

Purchase of Units. Promptly after you make a determination to offer Units of a Trust and you inquire as to whether we desire to participate in such offering, we will advise you promptly as to the number of Units which that we will purchase (the "Unit Commitment") or of our decision not to participate in such offering. Such advice may be written or oral. The delivery to the Sponsor of a completed Schedule A to this Agreement shall constitute adequate written advice. Oral advice shall be binding but shall be promptly confirmed in writing by us by means of telegraph, telegram or other form of wire or facsimile transmission. Such written confirmation shall contain the information requested by Schedule A to this Agreement. You may rely on and we hereby commit on the terms and conditions of this Agreement to purchase and pay for the number of Units of the Trust set forth in such advice (the "our Unit Commitment"). Our Unit Commitment may be increased only by mutual agreement between us and you at any time prior to the date as of which the Trust Agreement for the Trust is executed (the "Date of Deposit"). We agree that you you, in your sole discretion discretion, reserve the right to decrease our Unit Commitment at any time on or prior to the Date of Deposit and and, if you so elect to make such a decrease, you will notify us of such an election election. Notwithstanding anything to the contrary in this Agreement, the notices described in this paragraph may be made by telephone and promptly confirm the same in writingtelephone. The price to be paid for such Units shall be the Public Offering Price public offering price per Unit of a Trust (as defined in the Final Prospectus) as first determined as of the close of the New York Stock Exchange on the Date of Deposit or such later other determination on such Date of Deposit as you shall advise usus and which shall be set forth in the Final Prospectus, less the sum Underwriter concession per Unit indicated under "Sponsor and Underwriter Compensation" set forth in the Final Prospectus. Further, each Underwriter who underwrites that number of Units indicated under "Sponsor and Underwriter Compensation" certain Underwriters may be eligible for additional compensation as set forth in the Prospectus will receive from the Sponsor that Final Prospectus, which additional compensation indicated under such section may be in the form of additional Underwriter concessions or in the Prospectus for each Unit it underwrites, providing the Trust size is in excess form of that number of Units, if any, indicated under such section of the Prospectusdirect payments from you. At the Date of DepositDeposit for a Trust, we will become the owner of the Units of such Trust and be entitled to the benefits (except for interest, if any, accruing from the Date of Deposit to the First Settlement Datefirst settlement date for Units) as well as the risks inherent therein. We acknowledge that those persons, if any, named in the Prospectus under "Sponsor and Underwriter Compensation" are Managing or Co-Managing Underwriters of the Trust, as indicated therein, and we acknowledge that those persons specifically named therein will receive as additional compensation those respective per Unit amounts set forth in such section of the Prospectus. You are authorized to retain custody of our Units until the Registration Statement relating thereto has become effective under the 1933 Act and you shall have received payment from us for such Units. We agree that payment for Units shall be in Fed Funds, New York clearinghouse or other immediately available funds and that such funds shall be received by you by the earlier of the end of the third (3rd) business day following the Date of Deposit for the applicable Trust or the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). If such payment is not received by you by such date, we shall forfeit our right to any compensation with respect to such Units, and you reserve the right, without notice, to cancel the sale, or, at your option, to sell the Units to another broker-dealer or back to the Trust, in which case you may hold us responsible for any loss, including loss of profit, suffered by you resulting from our failure to make payment. You are authorized to file an amendment to said Registration Statement describing the Securities and furnishing information based thereon or relating thereto and any further amendments or supplements to the Registration Statement or Final Prospectus which you may deem necessary or advisable. We will furnish to you you, upon your request request, such information as will be required to insure ensure that the Registration Statement and Final Prospectus are current current, insofar as they relate to us us, and we will thereafter continue to furnish you with such information as may be necessary to keep current and correct the information previously supplied. We understand that the each Trust will also take action with respect to the offering and sale of Units in accordance with the Blue Sky or securities laws of certain states in which it is proposed that the Units may be offered and sold. We agree not to transact orders for Units in states or jurisdictions in which Units may not be sold or in which we and our personnel are not authorized to sell Units. You shall have no responsibility, under the laws regulating the sale of securities in the United States or any foreign jurisdiction, with respect to the qualification or status of us or our personnel selling Units. You shall not, in any event, be liable for or responsible for the issue, form, validity, enforceability and value of such Units or for any matter in connection therewith. We agree that we will make no offers or sales of Units in any foreign jurisdiction, except with your express written consent.

Purchase of Units. Promptly after you make making a determination to offer Units of a Trust, you agree to notify us as to the nature of the Trust and you to inquire as to whether we desire to participate in such offering, we . We will advise you promptly as soon as practicable as to the number of Units which we will purchase or of our decision not whether to participate in such offering. Such advice may be written or oral. The delivery to the Sponsor of a completed Schedule A to this Agreement shall constitute adequate written advice. Oral advice shall be binding but shall be promptly confirmed in writing by us by means of telegraphtelephone, telegram or other form of wire email, via your Internet trading system or facsimile transmission. Such written confirmation shall contain For those Trusts where we are making a commitment to purchase a number of Units based on indications of interest received from customers based on a preliminary prospectus prior to the information requested date the Registration Statement becomes effective, we will notify you of the number of Units which we will purchase prior to the Initial Date of Deposit (as defined below), per your requirements, including a wire transfer to your account of funds for payment of Units purchased by Schedule A us. For those Trusts where we are making a commitment to this Agreementpurchase a number of Units prior to the date the Registration Statement becomes effective before the Trust has been publicly offered, we will notify you of the number of Units we will purchase on the Initial Date of Deposit. You may rely on and we hereby commit on the terms and conditions of this Agreement to purchase and pay for the number of Units of the Trust set forth in such advice (the "“Unit Commitment"”). Our Unit Commitment may be increased only by mutual agreement between us and you at any time prior to the date as of which the Trust Agreement for the Trust is executed and the Bonds are delivered to the Trustee for deposit in the portfolio of the Trust (the "“Initial Date of Deposit"”). We agree that you in your sole discretion reserve the right to decrease our Unit Commitment at any time prior to the Initial Date of Deposit and if you so elect to make such a decrease, you will notify us of such an election by telephone and promptly confirm the same by email in writing. We hereby agree with you and the several other Underwriters participating in the distribution of Units of the Trust to purchase from you and to pay for on the First Settlement Date, as defined in the Prospectus, the number of Units in the Trust set forth in our Unit Commitment. The price to be paid on the First Settlement Date for each such Units Unit shall be the Public Offering Price per Unit (as defined in the Prospectus) as first determined on the Date of Deposit or such later determination on such Date of Deposit as you shall advise us, less the sum per Unit indicated under "Sponsor and Underwriter Compensation" in the Prospectus. Further, each Underwriter who underwrites that number of Units indicated under "Sponsor and Underwriter Compensation" concession set forth in the Prospectus will receive from which is applicable to our Xxxx Xxxxxxxxxx. Xx the Sponsor that additional compensation indicated under such section of the Prospectus for each Unit it underwrites, providing the Trust size is in excess of that number of Units, if any, indicated under such section of the Prospectus. At the Initial Date of Deposit, notwithstanding that we pay for our Units on the First Settlement Date, we will become the owner of the such Units and be entitled to the benefits (except for interest, if any, interest accruing from the Initial Date of Deposit to the First Settlement DateDeposit) as well as the risks inherent therein. We acknowledge that those persons, if any, named in the Prospectus under "Sponsor and Underwriter Compensation" are Managing or Co-Managing Underwriters of the Trust, as indicated therein, and we acknowledge that those persons specifically named therein will receive as additional compensation those respective per Unit amounts set forth in such section of the Prospectus. You are authorized to retain custody of our Units until the Registration Statement relating thereto has become effective under the 1933 Act. We agree that payment for Units shall be in Fed Funds, New York clearinghouse or other immediately available funds and that such funds shall be received by you by the earlier of the end of the second (2nd) business day following the Date of Deposit for the applicable Trust or the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “1934 Act”). If such payment is not received by you by such date, we shall forfeit our right to any compensation with respect to such Units, and you shall have received payment reserves the right, without notice, to cancel the sale, or, at your option, to sell the Units to another broker-dealer or back to the Trust, in which case you may hold us responsible for any loss, including loss of profit, suffered by you resulting from us for such Unitsour failure to make payment. You are authorized to file an amendment to said Registration Statement describing the Securities Bonds and furnishing furnish information based thereon or relating thereto and any further amendments or supplements to the Registration Statement or Prospectus which you may deem necessary or advisable. We will furnish to you upon your request such information as will be required to insure that the Registration Statement and Prospectus are current insofar as they relate to us and we will thereafter continue to furnish you with such information as may be necessary to keep current and correct the information previously supplied. We understand that the Trust will also take action with respect to and is responsible for the offering and sale of Units in accordance with the Blue Sky or securities laws of certain states in which it is proposed that the Units may be offered and sold.

Purchase of Units. Promptly after you make making a determination to offer Units of a Trust, you agree to notify us as to the nature of the Trust and you to inquire as to whether we desire to participate in such offering, we . We will advise you promptly as soon as practicable as to the number of Units which we will purchase or of our decision not whether to participate in such offering. Such advice may be written or oral. The delivery to the Sponsor of a completed Schedule A to this Agreement shall constitute adequate written advice. Oral advice shall be binding but shall be promptly confirmed in writing by us by means of telegraphtelephone, telegram or other form of wire email, via your Internet trading system or facsimile transmission. Such written confirmation shall contain For those Trusts where we are making a commitment to purchase a number of Units based on indications of interest received from customers based on a preliminary prospectus prior to the information requested date the Registration Statement becomes effective, we will notify you of the number of Units which we will purchase prior to the Initial Date of Deposit (as defined below), per your requirements, including a wire transfer to your account of funds for payment of Units purchased by Schedule A us. For those Trusts where we are making a commitment to this Agreementpurchase a number of Units prior to the date the Registration Statement becomes effective before the Trust has been publicly offered, we will notify you of the number of Units we will purchase on the Initial Date of Deposit. You may rely on and we hereby commit on the terms and conditions of this Agreement to purchase and pay for the number of Units of the Trust set forth in such advice (the "Unit Commitment"). Our Unit Commitment may be increased only by mutual agreement between us and you at any time prior to the date as of which the Trust Agreement for the Trust is executed and the Bonds are delivered to the Trustee for deposit in the portfolio of the Trust (the "Initial Date of Deposit"). We agree that you in your sole discretion reserve the right to decrease our Unit Commitment at any time prior to the Initial Date of Deposit and if you so elect to make such a decrease, you will notify us of such an election by telephone and promptly confirm the same by telegraph or writing. We hereby agree with you and the several other Underwriters participating in writingthe distribution of Units of the Trust to purchase from you and to pay for on the First Settlement Date, as defined in the Prospectus, the number of Units in the Trust set forth in our Unit Commitment. The price to be paid on the First Settlement Date for each such Units Unit shall be the Public Offering Price per Unit (as defined in the Prospectus) as first determined on the Date of Deposit or such later determination on such Date of Deposit as you shall advise us, less the sum per Unit indicated under "Sponsor and Underwriter Compensation" in the Prospectus. Further, each Underwriter who underwrites that number of Units indicated under "Sponsor and Underwriter Compensation" concession set forth in the Prospectus will receive from which is applicable to our Unit Commitment. Xx xxx Xxxxxxx Xxxx xx Deposit, notwithstanding that we pay for our Units on the Sponsor that additional compensation indicated under such section of the Prospectus for each Unit it underwrites, providing the Trust size is in excess of that number of Units, if any, indicated under such section of the Prospectus. At the Date of DepositFirst Settlement Date, we will become the owner of the such Units and be entitled to the benefits (except for interest, if any, interest accruing from the Initial Date of Deposit to the First Settlement DateDeposit) as well as the risks inherent therein. We acknowledge that those persons, if any, named in the Prospectus under "Sponsor and Underwriter Compensation" are Managing or Co-Managing Underwriters of the Trust, as indicated therein, and we acknowledge that those persons specifically named therein will receive as additional compensation those respective per Unit amounts set forth in such section of the Prospectus. You are authorized to retain custody of our Units until the Registration Statement relating thereto has become effective under the 1933 Act and you shall have received payment from us for such UnitsAct. You are authorized to file an amendment to said Registration Statement describing the Securities Bonds and furnishing furnish information based thereon or relating thereto and any further amendments or supplements to the Registration Statement or Prospectus which you may deem necessary or advisable. We will furnish to you upon your request such information as will be required to insure that the Registration Statement and Prospectus are current insofar as they relate to us and we will thereafter continue to furnish you with such information as may be necessary to keep current and correct the information previously supplied. We understand that the Trust will also take action with respect to and is responsible for the offering and sale of Units in accordance with the Blue Sky or securities laws of certain states in which it is proposed that the Units may be offered and sold.

Purchase of Units. (a) Promptly after you make making a determination to offer Units of a Trust Fund, you agree to notify us as to the nature of the Fund and you to inquire as to whether we desire to participate in such offering, we . We will advise you promptly as to the number of Units which we will purchase (the "Unit Commitment") or of our decision not to participate in such offering. Such advice may be written or oral. The delivery to the Sponsor of a completed Schedule A to this Agreement shall constitute adequate written advice. Oral advice shall be binding but shall be promptly confirmed in writing by us by means of telegraph, telegram or other form of wire or facsimile transmission. Such written confirmation shall contain the information requested by Schedule A to this Agreement. You may rely on and we hereby commit on the terms and conditions of this Agreement to purchase and pay for the number of Units of the Trust Fund set forth in such advice (the "our Unit Commitment"). Our Unit Commitment may be increased only by mutual agreement between us and you at any time prior to the date as end of which the Trust Agreement for Fund’s initial offering period set forth in the Trust is executed (the "Date of Deposit")Fund’s Prospectus. We agree that you in your sole discretion reserve the right to decrease our Unit Commitment at any time prior to the date as of which the Trust Agreement for the Fund is executed and the Bonds are delivered to the Custodian for deposit in the portfolio of the Fund (the "Initial Date of Deposit Deposit") and if you so elect to make such a decrease, you will notify us of such an election by telephone and promptly confirm the same by telegraph or writing. (b) We hereby agree with you and the several other Underwriters participating in writingthe distribution of Units of the Fund to purchase from you and to pay for no later than the First Settlement Date, as defined in the Prospectus, the number of Units in the Fund set forth in our Unit Commitment. The price to be paid for each such Units Unit shall be the Public Offering Price per Unit (as defined in the Prospectus) as first determined on the Date of Deposit or such later determination on such Date of Deposit as you shall advise us, less the sum per Unit indicated under "Sponsor and Underwriter Compensation" in the Prospectus. Further, each Underwriter who underwrites that number of Units indicated under "Sponsor and Underwriter Compensation" concession set forth in the Prospectus will receive from which is applicable to our Xxxx Xxxxxxxxxx. Xx the Sponsor that additional compensation indicated under such section of the Prospectus for each Unit it underwrites, providing the Trust size is in excess of that number of Units, if any, indicated under such section of the Prospectus. At the Initial Date of Deposit, we will become the owner of the such Units and be entitled to the benefits (except for interest, if any, interest accruing from the Initial Date of Deposit to the First Settlement DateDeposit) as well as the risks inherent therein. We acknowledge that those persons, if any, named in the Prospectus under "Sponsor and Underwriter Compensation" are Managing or Co-Managing Underwriters of the Trust, as indicated therein, and we acknowledge that those persons specifically named therein will receive as additional compensation those respective per Unit amounts set forth in such section of the Prospectus. You are authorized to retain custody of our Units until the Registration Statement relating thereto has become effective under the 1933 Act and you shall have received payment from us for such Units. . (c) You are authorized to file an amendment to said Registration Statement describing the Securities Bonds and furnishing furnish information based thereon or relating thereto and any further amendments or supplements to the Registration Statement or Prospectus which you may deem necessary or advisable. We will furnish to you upon your request such information as will be required to insure that the Registration Statement and Prospectus are current insofar as they relate to us and we will thereafter continue to furnish you with such information as may be necessary to keep current and correct the information previously supplied. .. (d) We understand that the Trust Fund will also take action with respect to the offering and sale of Units in accordance with the Blue Sky or securities laws of certain states in which it is proposed that the Units may be offered and sold. We agree not to transact orders for Units in states or jurisdictions in which Units may not be sold or in which we and our personnel are not authorized to sell Units. You shall have no responsibility, under the laws regulating the sale of securities in the United States or any foreign jurisdiction, with respect to the qualification or status of us or our personnel selling Units. You shall not, in any event, be liable for or responsible for the issue, form, validity, enforceability and value of such Units or for any matter in connection therewith. We agree that we will make no offers or sales of Units in any foreign jurisdiction, except with your express written consent.