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

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, provided that the aggregate number of Option Shares purchased by the Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representationsrepresentations and warranties herein contained and shall be subject to the terms and conditions herein set forth. (b) In addition, warranties, covenants on the basis of the representations and agreements warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and may grant, if so provided in the Company and the Selling Stockholders agree, severally and not jointly, to sell applicable Terms Agreement relating to the UnderwritersInitial Underwritten Securities, and an option to the Underwriters agreenamed in such Terms Agreement, severally and not jointly, to purchase up to the number of Option Securities set forth therein at the same price per Option Security as is applicable to the Initial Underwritten Securities less the amount of any distribution payable with respect to an Initial Underwritten Security but not payable with respect to an Option Security. Such option, if granted, will expire 30 days or such lesser number of days as may be specified in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days applicable Terms Agreement after the Expiration Date, the Selling Stockholders agree to sell Representation Date relating to the Underwriters all Initial Underwritten Securities, and may be exercised in whole or in part of up from time to 640,000 Option Shares at a purchase price of $5.00 per share time only for the sole purpose of covering over-allotments that which may be made in connection with the offering and distribution of the shares Initial Underwritten Securities upon notice by you to the Company setting forth the number of Common StockOption Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Securities. The Underwriters may Any such time and date of delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise their of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to purchase all or any portion of the Option Shares from Securities, each of the Company up to two timesUnderwriters, provided acting severally and not jointly, will purchase that proportion of the aggregate total number of Option Shares Securities then being purchased by which the Underwriters number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in the applicable Terms Agreement bears to the total number of Initial Underwritten Securities (except as otherwise provided in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall not exceed 640,000. Delivery make to eliminate any sales or purchases of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedfractional Initial Underwritten Securities. (c) Payment of the respective aggregate purchase prices of price for, and delivery of, the Excess Unsubscribed Shares Underwritten Securities to be purchased from by the Company and the Selling Stockholders Underwriters shall be made at the office of Sidley Austin Brown & Wood LLP, 787 Xxxxxxx Xxxnue, Xxw York, Xxx Xxxx 00000, xx xx xxxx xxxxx xxxxx xx shall be agreed upon by you and the Underwriters Company, at 10:00 A.M., New York City time, on the Closing Date by wire transfer third or fourth business day (as permitted under Rule 15c6-1 under the 1934 Act) (unless postponed xx xxxxxdance with the provisions of Section 9) specified in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, applicable Terms Agreement or at such other place time as shall be agreed upon by the Underwriters you and the Company, upon delivery of certificates Company (in form each such time and substance satisfactory date being referred to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closingas a "Closing Time"). In addition, in the event that any or all of the Option Shares Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forrepresenting, such Option Shares Securities, shall be made at the above above-mentioned office offices of Sidley Austin Brown & Wood LLP, or at such other place xx xxxx xxxxr pxxxx as shall be agreed upon by the Underwriters you and the Company, Company on each Option Closing Date of Delivery as specified in the notice from the Underwriters you to the Company. Certificates Unless otherwise specified in the applicable Terms Agreement, payment shall be made by wire transfer in Federal (same day) funds to the Company upon delivery of certificates for the Excess Unsubscribed Shares and Underwritten Securities to you, through the Option Sharesfacilities of the Depository Trust Company, if anyapplicable, for the respective accounts of the Underwriters for the Underwritten Securities to be purchased by them against receipt therefor signed by you. The Underwritten Securities or, if applicable, the Depositary Receipts evidencing the Depositary Shares, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such authorized denominations and registered in such names as the Underwriters you may request in writing at least two one business days day prior to the applicable Closing Time or Date or the relevant Option Closing Dateof Delivery, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option SharesUnderwritten Securities, if anywhich may be in temporary form, shall will be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking examination and packaging not later than 9:30 a.m., New York City time, by you on or before the last first business day prior to the Closing Time or Date or the relevant Option Closing Dateof Delivery, as the case may be. (d) If authorized by the applicable Terms Agreement, the Underwriters named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts") substantially in the form of certificates representing Exhibit B hereto with such changes therein as the shares Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to you at Closing Time, for the respective accounts of Common Stock the Underwriters, a fee specified in the applicable Terms Agreement for each of the Underwritten Securities for which Delayed Delivery Contracts are made at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be sold pursuant with institutional investors of the types described in the Prospectus. At the Closing Time, the Company will enter into Delayed Delivery Contracts (for not less than the minimum number of Underwritten Securities per Delayed Delivery Contract specified in the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate number of Underwritten Securities in excess of that specified in the applicable Terms Agreement. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts. You shall submit to the exercise Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the RightsCompany will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the payment Company will advise you, at least two business days prior to the Closing Time, of the subscription price therefor to names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the Selling Stockholders shall number of Underwritten Securities to be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective covered by each such Delayed Delivery Contract. The number of whether or not any Excess Unsubscribed Shares are Underwritten Securities agreed to be purchased by the several Underwriters at such Closingpursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by you to the Company; provided, however, that the total number of Underwritten Securities to be purchased by all Underwriters shall be the total number of Underwritten Securities covered by the applicable Terms Agreement, less the number of Underwritten Securities covered by Delayed Delivery Contracts.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, and subject to the conditions herein set forth, the Selling Shareholder agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The obligations of the Company and of the Selling Shareholder shall be several and not joint. (b) The certificates evidencing the Firm Shares and Option Shares shall be delivered to the Transfer Agent no later than two days prior to the Closing Date or Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the shares to the Underwriters and duly paid by the Selling Shareholder against payment of the purchase price therefor. The Selling Shareholder specifically agrees that the Firm Shares and any Option Shares represented by the certificates are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholder for delivery to the Transfer Agent of such Certificates are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminable by any act or deed of the Selling Shareholder (or by any other person, firm or corporation including the Company, the Transfer Agent or the Underwriters) or by operation of law (including the dissolution of the Selling Shareholder) or by the occurrence of any other event or events. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares or the Option Shares hereunder, certificates for the Firm Shares or the Options Shares, as the case may be, shall be delivered by the Transfer Agent in accordance with the terms and conditions of this Agreement as if such event has not occurred. (c) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to the account designated by the Selling Shareholder, against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters through the facilities of The Depository Trust Company, New York, New York. Such payment and delivery are to be made through the facilities of The Depository Trust Company at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees Selling Shareholder hereby grants an option to issue the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The maximum number of Option Shares to be sold by the Selling Shareholder is 492,000. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Selling Shareholder setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company and the Selling Stockholders agreeShareholder. To the extent, severally and not jointlyif any, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, provided that the aggregate number of Option Shares purchased by the Underwriters shall not exceed 640,000. Delivery of option is exercised, payment for the Option Shares shall be made concurrently with payment therefor. on the Option Shares may be purchased Closing Date in Federal (same day) funds to the account designated by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon Shareholder against delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and Representatives for the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective several accounts of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closingthrough the facilities of The Depository Trust Company, New York, New York.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $__________, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the percentages event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule B hereto, I hereto and the denominator of which is the maximum number of Optional Shares that all of the Excess Unsubscribed Shares at a price of $5.00 per shareUnderwriters are entitled to purchase hereunder. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell The Company hereby grants to the Underwriters all or part of the right to purchase at their election up to 640,000 Option Shares _________Optional Shares, at a the purchase price of $5.00 per share set forth in the paragraph above, for the sole purpose of covering over-allotments that overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be made in connection with exercised only by written notice from you to the offering and distribution Company, given within a period of 30 calendar days after the shares date of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two timesthis Agreement, provided that setting forth the aggregate number of Option Optional Shares purchased by the Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may to be purchased and the date - 14 - on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the Underwriters only for First Time of Delivery (as defined in Section 2(e) hereof) or, unless you and the purpose Company otherwise agree in writing, earlier than two or later than ten business days after the date of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedsuch notice. (c) Payment of It is understood that each Underwriter has authorized the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company Representative, for such Underwriter's account, to accept delivery of, receipt for, and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, make payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Firm Shares and the Option Optional Shares, if any, which such Underwriter has agreed to purchase. Sandler X'Xxxxx & Partners, L.P., individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Firm Shares or the Optional Shares, if any, to be purchased by any Underwriter whose funds have not been received by Sandler X'Xxxxx & Partners, L.P. by the relevant Time of Delivery but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in definitivethe Prospectus. (e) The Shares to be purchased by each Underwriter hereunder, fully registered in definitive form, shall bear no restrictive legends and shall be in such authorized denominations and registered in such names as the Underwriters Representative may request (or in writing the form of one or more global certificates deposited with DTC and registered in the name of Cede & Co., as nominee for DTC) upon at least two business days forty-eight hours prior notice to the Company shall be delivered by or on behalf of the Company to the Representative, through the facilities of the Depository Trust Company ("DTC"), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same day) funds to the account specified by the Company, to the Representative at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Date Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the relevant Option Closing Date, as the case may be"Designated Office"). The certificates for time and date of such delivery and payment shall be, with respect to the Excess Unsubscribed Shares and the Option Firm Shares, if any9:30 a.m., shall be made available to the Underwriters at such office Eastern Time, on _______, 2010 or such other place time and date as the Underwriters Representative and the Company may designate for inspectionagree upon in writing, checking and packaging not later than and, with respect to the Optional Shares, 9:30 a.m., New York City time, on the last business day prior date specified by the Representative in the written notice given by the Representative of the Underwriters' election to purchase such Optional Shares, or such other time and date as the Representative and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the "Second Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." (f) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 3 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(k) hereof, will be delivered at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, - 15 - 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000 (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Date or Location at _____ p.m., Eastern Time, on the relevant Option Closing DateNew York Business Day next preceding such Time of Delivery, as at which meeting the case may be. (d) Delivery final drafts of certificates representing the shares of Common Stock documents to be sold delivered pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall preceding sentence will be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased available for review by the Underwriters at such Closingparties hereto. For the purposes of this Section 2, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Company and Underwriters 2,250,000 Firm Shares; the Selling Stockholders agree, Shareholder agrees to sell to the Underwriters the number of Firm Shares set forth opposite such Selling Shareholder's name in Schedule II hereto; and each of the Underwriters severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 _____ per share share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely for the sole purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase Firm Shares, all or any portion of the Option Shares from at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date the Registration Statement becomes effective or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice or notice by telephone (confirmed in writing) to the Company up to two times, provided that setting forth the aggregate number of Option Shares to be purchased by and the Underwriters shall not exceed 640,000. Delivery date and time for delivery of and payment for such Option Shares and stating that the Option Shares shall referred to in such notice are to be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only used for the purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares Firm Shares. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of Common Stocksuch notice. No The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company the number of Option Shares specified in such notice. Option Shares shall be delivered unless purchased for the Excess Unsubscribed accounts of the Underwriters in proportion to the number of Firm Shares (if any are purchased by set forth opposite such Underwriter's name in Schedule I hereto, except that the Underwriters) respective purchase obligations of each Underwriter shall be simultaneously delivered or adjusted so that no Underwriter shall theretofore have been delivered as herein provided.be obligated to purchase fractional Option Shares. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in (c) Payment of Certificates in definitive form for the respective aggregate Firm Shares which each Underwriter has agreed to purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders hereunder shall be made delivered by the Underwriters or on the Closing Date by wire transfer in same day funds, payable to or upon the order behalf of the Company and the Selling Stockholders Shareholder to the Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the purchase price therefor, in same day funds by wire transfer to the respective accounts designated by the Company or the Selling Shareholder, as the case may be, at the offices of Xxxxxx X. Xxxxx X. Xxxxxxxx & Co. Incorporated at Co., 000 X. Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall may be agreed upon by the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.X.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof, at a price of $3.431 per share. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York City time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NASDAQ Global Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell hereby grants an option to the Underwriters, and the several Underwriters agree, severally and not jointly, to purchase in the percentages Option Shares at the price per share as set forth in Schedule B hereto, all of Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Excess Unsubscribed Shares Closing Date and (ii) at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants any time and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 time to time thereafter within 30 days after the Expiration Datedate of this Agreement, by you, as Representative of the Selling Stockholders agree to sell several Underwriters, to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share for Company setting forth the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, provided that the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the Underwriters shall not exceed 640,000same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. Delivery The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Option Closing Date by wire transfer in Federal (same day funds) through the facilities of The Depository Trust Company in New York, payable New York drawn to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warrantieswarranties and covenants contained herein, covenants and agreements subject to the conditions set forth herein, the Forward Seller agrees to sell to the several Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Forward Seller (including the issuance and sale by the Company of Common Stock to the Underwriters pursuant to Section 13(a) hereof), at the price per share set forth on Schedule II hereto, the number of Borrowed Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 10 hereof. (b) If the Company does not meet all of the conditions to effectiveness set forth in the Forward Agreement on or prior to the Closing Date, the Forward Seller, individually, in its sole judgment, may elect not to borrow and deliver for sale the Borrowed Shares. In addition, in the event that, in the sole judgment of the Forward Seller, it is unable to borrow and deliver for sale under this Agreement all of the Borrowed Shares or if, in the Forward Seller's sole judgment, it would entail a stock loan cost in excess of a rate equal to 75 basis points per annum, then the Forward Seller shall only be required to deliver for sale the aggregate number of shares of Common Stock that such Forward Seller is able to so borrow at such cost. (c) If, pursuant to Section 3(b), the Forward Seller elects not to borrow and deliver for sale the Borrowed Shares, the Forward Seller will use its reasonable best efforts to notify the Company no later than the Closing Date. (d) Payment for the Borrowed Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by the Forward Seller against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company at approximately 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein containedreferred to as the "Closing Date." (As used herein, "business day" means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (e) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell Forward Seller hereby grants an option to the Underwriters, and the several Underwriters agree, severally and not jointly, to purchase in the percentages Option Shares at the price per share as set forth in Schedule B hereto, all paragraph (a) of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Excess Unsubscribed Shares at a price of $5.00 per share. Closing Date and (bii) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 only once thereafter within 30 days after the Expiration Datedate of this Agreement, by you, as the Selling Stockholders agree to sell Representative of the several Underwriters, to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share for Forward Seller setting forth the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, provided that the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than ten full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the Underwriters shall not exceed 640,000same proportion to the total number of Option Shares being purchased as the number of Borrowed Shares being purchased by such Underwriter bears to the total number of Borrowed Shares, adjusted by you, as the Representative of the several Underwriters, in such manner as to avoid fractional shares. Delivery The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Borrowed Shares by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Forward Seller. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Option Closing Date by wire transfer in Federal (same day funds, payable day) funds drawn to or upon the order of the Company and or the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon Forward Seller against delivery of certificates therefor through the facilities of the Depository Trust Company, New York, New York. (in form f) The Forward Seller shall deliver, or cause to be delivered, a credit representing the Borrowed Shares (and substance satisfactory any shares of Common Stock issued and sold by the Company to the UnderwritersUnderwriters pursuant to Section 13(a)) representing to an account or accounts at The Depository Trust Company, as designated by the Excess Unsubscribed Shares to the Underwriters. Delivery and payment Representative for the Excess Unsubscribed Shares shall be made accounts of the several Underwriters at the Closing. In additionClosing Date, in against the event that any or all irrevocable release of a wire transfer of immediately available funds for the Option Shares are purchased by the Underwriters, payment amount of the purchase price fortherefor. The Forward Seller shall also deliver, and delivery of certificates for, such or cause to be delivered a credit representing the Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by that the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters have agreed to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing purchase at least two business days prior to the Closing Date (or the relevant Option Closing Date, as the case may be. ), to an account or accounts at The certificates Depository Trust Company as designated by the Representative for the Excess Unsubscribed Shares and accounts of the Option Sharesseveral Underwriters, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. (dg) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the RightsNot later than 12:00 noon, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing New York time, on the Closing Date pursuant to second business day following the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed date the Shares are to be purchased released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such Closingplaces as the Representatives shall request.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Company and Underwriters 2,250,000 Firm Shares; each of the Selling Stockholders agree, Shareholders agrees to sell to the Underwriters the number of Firm Shares set forth opposite such Selling Shareholder's name in Schedule II hereto; and each of the Underwriters severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 _____ per share share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely for the sole purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase Firm Shares, all or any portion of the Option Shares from at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date the Registration Statement becomes effective or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice or notice by telephone (confirmed in writing) to the Company up to two times, provided that setting forth the aggregate number of Option Shares to be purchased by and the Underwriters shall not exceed 640,000. Delivery date and time for delivery of and payment for such Option Shares and stating that the Option Shares shall referred to in such notice are to be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only used for the purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares Firm Shares. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of Common Stocksuch notice. No The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company the number of Option Shares specified in such notice. Option Shares shall be delivered unless purchased for the Excess Unsubscribed accounts of the Underwriters in proportion to the number of Firm Shares (if any are purchased by set forth opposite such Underwriter's name in Schedule I hereto, except that the Underwriters) respective purchase obligations of each Underwriter shall be simultaneously delivered or adjusted so that no Underwriter shall theretofore have been delivered as herein provided. (c) Payment of be obligated to purchase fractional Option Shares. To the respective aggregate purchase prices of extent, if any, that the Excess Unsubscribed option is exercised, payment for the Option Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Option Closing Date in same day funds by wire transfer in same day funds, payable to or upon the order of an account designated by the Company and the Selling Stockholders against delivery of certificates therefor at the offices of Xxxxxx X. Xxxxx X.X. Xxxxxxxx & Co. Incorporated at Co., 000 X. Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as you, the Company and the Attorneys-in-Fact shall agree upon. (c) Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be agreed upon delivered by or on behalf of the Company and the Selling Shareholders to the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any account of such Underwriter against payment by such Underwriter or all of the Option Shares are purchased by the Underwriters, payment on its behalf of the purchase price fortherefor, and delivery of certificates forin same day funds by wire transfer to the respective accounts designated by the Company or the Selling Shareholders, such Option Shares shall be made as the case may be, at the above mentioned office offices of X. X. Xxxxxxxx & Co., 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, or at such other place as shall may be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.X.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agreeStockholder agree severally and not jointly to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 _________ per share share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely for the sole purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase Firm Shares, all or any portion of the Option Shares from at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date the Registration Statement becomes effective (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice or by telephone (confirmed in writing) to the Company up to two times, provided that setting forth the aggregate number of Option Shares to be purchased by and the Underwriters shall not exceed 640,000. Delivery date and time for delivery of and payment for such Option Shares and stating that the Option Shares shall referred to in such notice are to be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only used for the purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares Firm Shares. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 10 full business days after the date of Common Stocksuch notice. No The date and time set forth in such notice is herein called the "Second Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company the number of Option Shares specified in such notice. Option Shares shall be delivered unless purchased for the Excess Unsubscribed accounts of the Underwriters in proportion to the number of Firm Shares (if any are purchased by set forth opposite such Underwriter's name in Schedule I hereto, except that the Underwriters) respective purchase obligations of each Underwriter shall be simultaneously delivered or adjusted so that no Underwriter shall theretofore have been delivered as herein providedbe obligated to purchase fractional Option Shares. (c) Payment of Certificates in definitive form for the respective aggregate Firm Shares which each Underwriter has agreed to purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders hereunder shall be made delivered by the Underwriters or on the Closing Date by wire transfer in same day funds, payable to or upon the order behalf of the Company and the Selling Stockholders Stockholder to the Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the purchase price therefor by certified or official bank check payable in New York Clearing House (next day) funds, to the order of the Company or the Selling Stockholder, as the case may be, at the offices of Xxxxxx X. Xxxxx X. Xxxxxxxx & Co. Incorporated at ("Bradford"), 000 X. Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall may be agreed upon by Bradford, the Underwriters Company and the CompanySelling Stockholder, upon delivery of certificates at 10:00 A.M., Nashville, Tennessee time, on the third (in form and substance satisfactory or if the Firm Shares are priced, as contemplated by rule 15c6-1(c), promulgated pursuant to the UnderwritersExchange Act, after 4:30 P.M., Washington, D.C. time, the fourth) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In additionfull business day after this Agreement becomes effective, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place time thereafter as the Representatives, the Company and the Selling Stockholder may mutually determine, such time of delivery against payment being herein referred to as the "First Closing Date." The First Closing Date and the Second Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form for the Option Shares which each Underwriter shall have agreed to purchase hereunder shall be agreed upon similarly delivered by or on behalf of the Underwriters and Company on the Company, on each Option Second Closing Date as specified Date. The certificates in the notice from the Underwriters to the Company. Certificates definitive form for the Excess Unsubscribed Shares and the Option Shares, if any, shall to be delivered will be in definitive, fully registered form, shall bear no restrictive legends good delivery form and shall be in such denominations and registered in such names as the Underwriters may Xxxxxxxx xxx request in writing at least two business days not less than 48 hours prior to the First Closing Date or the relevant Option Second Closing Date, as the case may be. The Such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall will be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m.at a location as may be designated by you, New York City time, on the last business day at least 24 hours prior to the First Closing Date or the relevant Option Second Closing Date, as the case may be. . It is understood that you may (dbut shall not be obligated to) Delivery make payment on behalf of certificates representing any Underwriter or Underwriters for the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters at such Closingfrom any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue sell 2,500,000 Firm Shares and the Company Representatives' Warrants to the several Underwriters, the Firm Selling Stockholder agrees to sell Tucker, Anthony Incorporated Sutro & Co. Incorporated to the several Xxxxxxxxxxxx xhe number of Firm Shares set forth on Schedule B opposite the name of Firm Selling Stockholder, and the Selling Stockholders agreeeach Underwriter, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase in the percentages that number of Firm Shares set forth in Schedule B hereto, all A opposite its name plus any additional number of Firm Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. As of the Excess Unsubscribed Closing Date, certificates in negotiable form for the total number of Shares at a (or securities exercisable for such Shares in negotiable form together with the exercise price thereon in cash) to be sold hereunder by the Selling Stockholders will have been placed in custody with the Custodian pursuant to the Custody Agreements executed by the Selling Stockholders for delivery of $5.00 per shareall Shares to be sold hereunder by the Selling Stockholders. The Selling Stockholders specifically agree that the Shares represented by the certificates held and to be held in custody for the Selling Stockholders under the Custody Agreements are subject to the interests of the Underwriters hereunder, and that the obligations of the Selling Stockholders hereunder shall not be terminable by any act or deed of such Selling Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including without limitation, the bankruptcy, insolvency, dissolution, liquidation or termination of the Selling Stockholders) or by the occurrence of any other event or events, except as set forth in the Custody Agreements. If any such event should occur prior to the delivery to the Underwriters of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred, regardless of whether or not the Custodian shall have received notice of such event. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Representatives of the Underwriters, for a period of 20 forty-five days after from the Expiration Dateeffective date of this Agreement, the Company and the Selling Stockholders agree grant to the Underwriters an option to purchase up to 450,000 Option Shares (such Option Shares, if less than the aggregate amount, to be apportioned first between the Selling Stockholders on a pro rate basis based on the maximum amount of Option Shares which the Selling Stockholders are obligated to sell to the Underwriters all or part of up pursuant to 640,000 Option Shares at a purchase price of $5.00 per share for the sole purpose of covering over-allotments that may be made in connection with the offering this Section 2(b) and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares then from the Company up to two timesCompany, provided that the aggregate number of Option Shares purchased adjusted by the Underwriters shall not exceed 640,000Representatives in such manner as they deem advisable to avoid fractional shares). Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only Such option is granted solely for the purpose of covering over-allotments that may be made in connection with the offering sale of Firm Shares and distribution of the shares of Common Stockis exercisable as provided in Section 4 hereof. No Option Shares shall be delivered unless purchased severally for the Excess Unsubscribed account of the Underwriters in Tucker, Anthony Incorporated Sutro & Co. Incorporated proportion to xxx xxxxxx xx Xirm Shares set forth opposite the name of such Underwriters in Schedule A hereto. (if The time and date of delivery of any are purchased of the Option Shares is herein called the "Option Closing Date.") The respective purchase obligations of each Underwriter with respect to the Option Shares may be adjusted by the Underwriters) Representatives so that no Underwriter shall be simultaneously delivered or obligated to purchase Option Shares other than in 100 share increments. The price of both the Firm Shares and any Option Shares shall theretofore have been delivered as herein providedbe $7.40 per share. (c) Payment of the respective aggregate purchase prices price for, and delivery of certificates for, the Excess Unsubscribed Firm Shares purchased from the Company and the Selling Stockholders Option Shares shall be made by the Underwriters on each of the Closing Date and the Option Closing Date, respectively, by wire transfer in same day of immediately available funds, payable to or upon the order of the Company and the Selling Stockholders Custodian, as applicable, at the offices of Xxxxxx X. Xxxxx & Co. Incorporated Tucker Anthony at 000 X. Xxxxxxxxx XxxxxxOne Beacon Street, XxxxxxxxxBoston, Xxxxxxxxx 00000-0000Massachusetts, or at such other place sucx xxxxx xxxxx as shall be sxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxxes, the Company and the Selling Stockholders or, if mutually agreed upon to by the Underwriters Company and the CompanyRepresentatives, by wire transfer, upon delivery of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Excess Unsubscribed Shares such securities to the UnderwritersRepresentatives. Delivery and payment for the Excess Unsubscribed Firm Shares shall be made at 10:00 a.m. (Eastern Time) on the Closingthird business day following the public offering, or at such other time and date as shall be agreed upon by the Representatives and the Company. The time and date of payment for and delivery of the Firm Shares is herein called the "Closing Date." In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, date and delivery of time at which certificates for, such for Option Shares are to be delivered shall be made at the above mentioned office or at such other place as shall be agreed upon determined by the Underwriters Representatives and the CompanyCompany but shall not be earlier than three nor later than ten full business days after the exercise of such option, on each Option Closing Date as specified nor in the notice from the Underwriters any event prior to the CompanyClosing Date. Certificates for the Excess Unsubscribed Firm Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters Representatives may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may beapplicable. The certificates for the Excess Unsubscribed Firm Shares and the Option Shares, if any, shall be made available to the Underwriters Representatives at such office or such other place as the Underwriters Representatives may designate for inspection, checking inspection and packaging not later than 9:30 a.m., New York City time, a.m. (Eastern Time) on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may beapplicable. (d) Delivery As of certificates representing the Closing Date, the Company will issue and sell to you or, at your direction, to your bona fide officers, for a total purchase price of $2,500, warrants entitling the holders to purchase 250,000 shares of Common Stock (equal to 10% of the Firm Tucker, Anthony Incorporated Sutro & Co. Incorporated Shares being sxxx xx xxx Xxxxany) at $10.80 per Share (135% of the public offering price on the Effective Date) (the "Representatives' Warrants") for a period of four years commencing one year after the effective date of the Registration Statement. The Representatives' Warrants include the terms set forth in the Warrant Agreement. You may designate that the Representatives' Warrants be sold pursuant issued to your bona fide officers only if you determine that such issuances would not violate the interpretations of the NASD relating to the exercise review of corporate financing arrangements. No sale, transfer, assignment, or hypothecation of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders Underwriter's Warrants shall be made at for a period of five (5) years from the Closing on effective date of the Closing Date pursuant Registration Statement except to bona fide officers of the Underwriter and officers or partners of selected dealers. The holders of the Representatives' Warrants will be entitled to the Rights Agent registration rights set forth in the Warrant Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agreeShareholders, as set forth on Schedule I, agree to sell to the several Underwriters, and each of the Underwriters, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 __.__ per share share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule II hereto, plus such ----------- additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. --------- (b) The Company also grants to the Underwriters an option to purchase, solely for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase Firm Shares, all or any portion of the Option Shares from at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by giving written notice to the Company up to two times, provided that setting forth the aggregate number of Option Shares to be purchased by and the Underwriters shall not exceed 640,000. Delivery date and time for delivery of and payment for such Option Shares and stating that the Option Shares shall referred to therein are to be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only used for the purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares Firm Shares. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of Common Stocksuch notice. No The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, the number of Option Shares specified in such notice. Option Shares shall be delivered unless purchased for the Excess Unsubscribed accounts of the Underwriters in proportion to the number of Firm Shares (if any are purchased by set forth opposite such Underwriter's name in Schedule II hereto, except that the Underwriters) respective purchase obligations of each Underwriter shall be simultaneously delivered or adjusted so that no Underwriter shall theretofore have been delivered as herein providedbe obligated to purchase fractional Option Shares. (c) Payment Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by Shareholders to the Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the Closing Date purchase price therefor by wire transfer certified, official bank check or checks payable in same day funds, payable funds to or upon the order of the Company and the custodian for the Selling Stockholders Shareholders at the offices of Xxxxxx X. Xxxxx X.X. Xxxxxxxx & Co. Incorporated at ("Bradford"), 000 X. Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall may be agreed upon by the Underwriters Bradford and the Company, upon delivery of certificates (in form and substance satisfactory to at 10:00 A.M., Nashville time, on the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In additionthird full business day after this Agreement becomes effective, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place time not later than the seventh full business day thereafter as shall be agreed upon by the Underwriters Representatives and the CompanyCompany may determine, on each such time of delivery against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as specified the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in the notice from the Underwriters to the Company. Certificates definitive form for the Excess Unsubscribed Option Shares and which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by or on behalf of the Company on the Option Shares, if any, shall Closing Date. The certificates in definitive form for the Shares to be delivered will be in definitive, fully registered form, shall bear no restrictive legends good delivery form and shall be in such denominations and registered in such names as the Underwriters may Xxxxxxxx xxx request in writing at least two business days not less than 48 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. The Such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall will be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m.at a location designated by Bradford, New York City time, on the last business day at least 24 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. . It is understood that Xxxxxxxx xxx (dbut shall not be obligated to) Delivery make payment on behalf of certificates representing any Underwriter or Underwriters for the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters at such Closingfrom any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and each of the Company and the Selling Stockholders agreeagrees to sell to the Underwriters and the Underwriters, severally and not jointly, agree to sell purchase from each of the Company and the Selling Stockholders, at a purchase price per share of $[____], the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase in the percentages set forth in Schedule B hereto, all provisions of the Excess Unsubscribed Shares at a price of $5.00 per shareSection 10 hereof. (b) In addition, on the basis of the representations, warranties, covenants contained herein, but subject to the terms and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Dateconditions set forth herein, the Selling Stockholders agree to sell grant to the Underwriters all or part of Underwriters, severally and not jointly, the option to purchase up to 640,000 Option 1,875,000 Additional Shares at a the same purchase price of $5.00 per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Firm Shares from the Company up to two times, provided that the aggregate number of Option Shares purchased by the Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall . This option may be simultaneously delivered exercised one time, in whole or shall theretofore have been delivered as herein provided. (c) Payment in part, on or before the thirtieth day following the date of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from Prospectus, by written notice by you to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares, subject, however, to such adjustments to eliminate any fractional shares as Bear, Stearns & Co. Inc. in its sole discretion shall make. If xxx Xxxerwriters exercise their option under this Section 3(b) to purchase less than all of the Additional Shares remaining, then the number of Additional Shares to be sold to the Underwriters by each of the Selling Stockholders shall be made by the Underwriters on number which bears the Closing Date by wire transfer same ratio to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in same day fundsSchedule II hereto bears to the total number of Additional Shares, payable subject however, to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx such adjustments to eliminate any fractional shares as Bear, Stearns & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as Inc. in its sole discretion shall be agreed upon by the Underwriters and the Company, upon delivery of certificates make. (in form and substance satisfactory to the Underwritersx) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment Payment of the purchase price for, and delivery of certificates for, such Option the Shares shall be made at the above mentioned office of Paul, Hastings, Janofsky & Walker LLP, 75 East 55th Street, New York, New York 10022, ("Xxxxxxritxxx' Xounsel") xx xx xxxx xxxxx xxxxx xx xxxxx xx xxxxxx upon by Bear, Stearns & Co. Inc., Merrill Lynch & Co. and the Company, at 10:00 A.M., Xxx Xork City time xx xxx xxxxx or at fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares), or such other place time not later than ten business days after such date as shall be agreed upon by the Underwriters Bear, Stearns & Co. Inc., Merrill Lynch & Co. and the Company, on each Option Closing Date as specified in Company (such time and xxxx xf payment and xxxxxxrx xxxng herein called the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option "Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be"). (d) Delivery Payment for the Shares shall be made to or upon the order of certificates representing the shares of Common Stock to be sold pursuant Company, and with respect to the exercise of Shares sold by the RightsSelling Stockholders, and the payment of the subscription price therefor Selling Stockholders, by wire transfer in Federal (same day) funds to the Company and the Selling Stockholders upon delivery of certificates for the Shares to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you. The Custodian is authorized to deduct the amount payable by each Selling Stockholder under Section 5B(b) hereof from the proceeds to the Selling Stockholders hereunder and to hold such amounts for the account of the Selling Stockholders with the Custodian under the Custody Agreement and Power of Attorney. Certificates for the Shares to be delivered to you shall be made registered in such name or names and shall be in such denominations as you may request at least one business day before the Closing on Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date pursuant Date. (e) The Company and the Selling Stockholders hereby confirm their engagement of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merill Lynch") as, xxx Xerrill Lynch herxxx xxnfixxx xts agreement witx xxx Xxxxxxy and the Sxxxxxx Sxxxxxolders to render services as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the NASD with respect to the Rights Agent Agreementoffering and sale of the Shares. Merrill Lynch, irrespective of whether or not any Excess Unsubscribed Shares are solely in its capacity as qualified independent underwrxxxx xxd xxx otherwise, is referred to be purchased by herein as the Underwriters at such Closing"QIU."

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase in from the percentages set forth in Schedule B heretoCompany, all of the Excess Unsubscribed Shares at a purchase price of $5.00 6.615 per share. (b) , the number of Firm Shares set forth opposite such Underwriter’s name on Schedule I hereto. In addition, on the basis of the representations, warranties, covenants and agreements herein contained contained, but subject to the terms and upon conditions herein set forth, (i) the Company hereby grants to the several Underwriters the option to purchase, severally and not less than two business days' notice jointly, from the UnderwritersCompany, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part a portion of up the Additional Shares, in each case, as may be necessary to 640,000 Option Shares at a purchase price of $5.00 per share for the sole purpose of covering cover over-allotments that may be made in connection with the offering and distribution of the shares of Common StockFirm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Underwriters This option may exercise their option to purchase all or any portion be exercised by you on behalf of the Option Shares several Underwriters at any time and from time to time on or before the Company up 30th day following the date hereof, by written notice to two times, provided that the Company. Such notice shall set forth the aggregate number of Option Additional Shares purchased by as to which the Underwriters option is being exercised and the date and time when such Additional Shares are to be delivered (such date and time being herein referred to as the “Additional Closing Date” with respect to such Additional Shares); provided, however, that any such Additional Closing Date shall not exceed 640,000be earlier than the Closing Date (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. Delivery The number of Additional Shares to be sold to each Underwriter shall be the number that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule I hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine necessary to eliminate fractional shares). (b) Payment of the Option purchase price for the Firm Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from to the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same same-day funds, payable to or upon the order funds against delivery of the Company and certificates for the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon Firm Shares sold by the Underwriters and Company to you through the Company, upon delivery facilities of certificates The Depository Trust Company (in form and substance satisfactory to “DTC”) for the Underwriters) representing the Excess Unsubscribed Shares to respective accounts of the Underwriters. Delivery Such payment and payment for the Excess Unsubscribed Shares delivery shall be made at the Closing. In addition9:00 A.M. (New York time) on August 24, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as 2005 (unless another time shall be agreed upon to by the Underwriters you and the CompanyCompany or unless postponed in accordance with the provisions of Section 6 hereof) (such time and date of payment and delivery being herein called the “Closing Date”). As used herein, the term “Business Day” means any day other than a day on each Option Closing Date as specified which banks are permitted or required to be closed in the notice from the Underwriters to the CompanyNew York, New York. Certificates for the Excess Unsubscribed Firm Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such name or names and in such authorized denominations as the Underwriters you may request in writing at least two business days full Business Days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The Company will permit you to examine and package such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters delivery at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day least one full Business Day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise . Payment of the Rights, and the payment of the subscription purchase price therefor to the Company and the Selling Stockholders for any Additional Shares shall be made on the Additional Closing Date with respect to such Additional Shares in the same manner at the Closing on same office as the Closing Date pursuant to payment for the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Firm Shares are to be purchased sold by the Underwriters Company. Certificates for such Additional Shares shall be delivered to you or on your behalf in definitive form, registered in such names and in such denominations as you shall specify no later than the second business day preceding such Additional Closing Date. For the purpose of expediting the checking and packaging of the certificates for such Additional Shares by you or on your behalf, the Company agrees to make such certificates available to you or on your behalf for such purpose at least one full business day preceding such ClosingAdditional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company each Selling Stockholder agrees to issue sell to the Underwriters and the Company and the Selling Stockholders agreeUnderwriters, severally and not jointly, agree to sell purchase from the Selling Stockholders, at a purchase price per share of $[ ], the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase in the percentages set forth in Schedule B hereto, all provisions of the Excess Unsubscribed Shares at a price of $5.00 per shareSection 10 hereof. (b) In addition, on the basis of the representations, warranties, covenants contained herein, but subject to the terms and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Dateconditions set forth herein, the Selling Stockholders agree to sell grant to the Underwriters all or part of Underwriters, severally and not jointly, the option to purchase up to 640,000 Option 912,750 Additional Shares at a the same purchase price of $5.00 per share to be paid by the Underwriters to the Selling Stockholders for the Firm Shares as set forth in this Section 3, for the sole purpose of covering over-allotments that in the sale of Firm Shares by the Underwriters. This option may be made exercised one time, in connection with whole or in part, on or before the offering and distribution thirtieth day following the date of the shares of Common StockProspectus, by written notice by you to the Selling Stockholders. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, provided that Such notice shall set forth the aggregate number of Option Additional Shares purchased as to which the option is being exercised and the date and time, as reasonably determined by you, when the Underwriters Additional Shares are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not exceed 640,000be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Delivery of Certificates for the Option Additional Shares shall be made concurrently with payment thereforregistered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. Option The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares may to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased by as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares, subject, however, to such adjustments to eliminate any fractional shares as Bear, Xxxxxxx & Co. Inc. in its sole discretion shall make. If the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution exercise their option under this Section 3(b) to purchase less than all of the shares Additional Shares remaining, then the number of Common Stock. No Option Additional Shares to be sold to the Underwriters by each of the Selling Stockholders shall be delivered unless the Excess Unsubscribed number which bears the same ratio to the aggregate number of Additional Shares (if being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in Schedule II hereto bears to the total number of Additional Shares, subject however, to such adjustments to eliminate any are purchased by the Underwriters) fractional shares as Bear, Xxxxxxx & Co. Inc. in its sole discretion shall be simultaneously delivered or shall theretofore have been delivered as herein providedmake. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option the Shares shall be made at the above mentioned office of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, ("Underwriters' Counsel") or at such other place as shall be agreed upon by the Underwriters Bear, Xxxxxxx & Co. Inc., Xxxxxxx Xxxxx & Co. and the CompanyCustodian, at 10:00 A.M., New York City time on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Shares), or such other time not later than ten business days after such date as shall be agreed upon by Bear, Xxxxxxx & Co. Inc., Xxxxxxx Xxxxx & Co. and the Custodian (such time and date of payment and delivery being herein called the "Closing Date"). (d) Payment for the Shares shall be made to or upon the order of the Selling Stockholders by wire transfer in Federal (same day) funds to the Selling Stockholders upon delivery of certificates for the Shares to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you. The Custodian is authorized to deduct the amount payable by each Option Closing Date as specified in the notice Selling Stockholder under Section 5(b) hereof from the Underwriters proceeds to the CompanySelling Stockholders hereunder and to hold such amounts for the account of the Selling Stockholders with the Custodian under the Custody Agreement and Power of Attorney. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, to be delivered to you shall be registered in definitive, fully registered form, shall bear no restrictive legends such name or names and shall be in such denominations and registered in such names as the Underwriters you may request in writing at least two one business days prior to day before the Closing Date or the relevant Option Closing Date, as the case may be. The Company will permit you to examine and package such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters delivery at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last least one full business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company sell 1,500,000 shares of Common Stock and the Selling Stockholders agreeShareholders agree to sell the number of shares of Common Stock as set forth opposite each such Selling Shareholder's name on Schedule I hereto to each of the Underwriters, and each of the Underwriters, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 ______ per share share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule II hereto. The Underwriters agree to offer the Firm Shares to the public as set forth in the Final Prospectus. (b) The Company hereby grants to the Underwriters an option to purchase, solely for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase Firm Shares, all or any portion of the Option Shares from at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the several Underwriters by the Representatives giving written notice to the Company up to two times, provided that setting forth the aggregate number of Option Shares to be purchased by and the Underwriters shall not exceed 640,000. Delivery date and time for delivery of and payment for such Option Shares and stating that the Option Shares shall referred to therein are to be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only used for the purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares Firm Shares. If such notice is given prior to the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of Common Stocksuch notice. No The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company the number of Option Shares specified in such notice. Option Shares shall be delivered unless purchased for the Excess Unsubscribed accounts of the several Underwriters in proportion to the number of Firm Shares (if any are purchased by set forth opposite such Underwriter's name in Schedule II hereto, except that the Underwriters) respective purchase obligations of each Underwriter shall be simultaneously delivered or adjusted so that no Underwriter shall theretofore have been delivered as herein providedbe obligated to purchase fractional Option Shares. (c) Payment Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by Shareholders to the Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the Closing Date purchase price therefor by wire transfer certified or official bank check or checks in same day funds, payable New York Clearing House (next day) funds to or upon the order of the Company and the Selling Stockholders Shareholders, at the offices of Xxxxxx X. Xxxxx J.C. Xxxxxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Co., L.L.C., 330 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, xx at such other place as may be agreed upon by the Underwriters, the Company and the Selling Shareholders, at 10:00 A.M., Nashville time, on the third full business day after this Agreement becomes effective, or, at the election of the Representatives, on the fourth full business day after this Agreement becomes effective, if it becomes effective after 4:30 p.m. Eastern time, or at such other place time not later than the seventh full business day thereafter as shall be agreed upon by the Underwriters and the CompanyCompany may determine, upon such time of delivery of certificates (against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the which each Underwriter shall have agreed to purchase price for, and delivery of certificates for, such Option Shares hereunder shall be made at similarly delivered on the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified Date. The certificates in the notice from the Underwriters to the Company. Certificates definitive form for the Excess Unsubscribed Shares and the Option Shares, if any, shall so to be delivered will be in definitive, fully registered form, shall bear no restrictive legends good delivery form and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days not less than 48 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. The Such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall will be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m.at a location in New York, New York City timeas may be designated by you, on the last business day at least 24 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. . It is understood that you may (dbut shall not be obligated to) Delivery make payment on behalf of certificates representing any Underwriter or Underwriters for the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters at such Closingfrom any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and the Company sell an aggregate of 1,000,000 Firm Shares and the Selling Stockholders agreeseverally agree to sell an aggregate of 600,000 Firm Shares to the Underwriters in the respective amounts set forth in Schedule II, and the Underwriters, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agree to purchase in from the percentages Company and such Selling Stockholders, at the price per share set forth below, the number of Firm Shares set forth in Schedule B heretoI opposite the name of such Underwriter, all subject to such adjustment as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional numbers of Firm Shares which such Underwriter may become obligated to purchase pursuant to the Excess Unsubscribed Shares at a price provisions of $5.00 per shareSection 12 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements agreements, herein contained contained, but subject to other terms and upon not less than two business days' notice from conditions herein set forth, the UnderwritersCompany hereby grants an option to the Underwriters to purchase up to an additional 120,000 Option Shares and the Selling Stockholder so listed in Schedule II hereby grants an option to the Underwriters to purchase up to an additional 120,000 Option Shares, each Option Share to be purchased at the same purchase price per share set forth below to be paid by the Underwriters to the Company for a period of 20 the Firm Shares. The options granted hereby will expire 30 days after the Expiration Date, the Selling Stockholders agree effective date of this Agreement and may be exercised in whole or in part from time to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share time only for the sole purpose of covering over-allotments that which may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option Firm Shares upon notice by the Representative to purchase all or any portion of the Option Shares from the Company up to two times, provided that and the aggregate Selling Stockholder setting forth the number of Option Shares purchased by as to which the several Underwriters shall not exceed 640,000are then exercising the option and the time and date of payment and delivery for such Option Shares. Delivery of the Option Shares shall be made concurrently with payment thereforsold by the Company and the Selling Stockholder in the ratio of one to one, subject to such adjustment as the Representative in its discretion shall make to eliminate any sale or purchase of fractional shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than three full business days after the exercise of said option, nor in any event prior to Closing Date, as hereinafter defined, unless otherwise agreed upon by the Representative and the Company and such Selling Stockholder. In the event such option is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Shares may be then being purchased by which the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Nothing herein contained shall obligate the Underwriters only for the purpose of covering to make any over-allotments that may be made in connection with the offering and distribution of the shares of Common Stockallotments. No Option Shares shall be delivered unless the Excess Unsubscribed Firm Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices price for, and delivery of certificates for, the Excess Unsubscribed Firm Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx Arnoxx & Co. Incorporated at 000 X. Xxxxxxxxx Xortxx, 009 Xxxx Xxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxxx Xxx Xxxx 00000-0000, or xx at such other place as shall be agreed upon by the Underwriters Representative and the Company, upon . Such delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at 10:00 a.m. (New York City time) three (3) days after the ClosingEffective Date or at such other time and date as shall be agreed upon by the Representative, the Company, and the Attorney-in-Fact (the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates by the Custodian on behalf of the Selling Stockholder for, such Option Shares shall be made at the above mentioned office or of Arnoxx & Xortxx xx at such other place as shall be agreed upon by the Underwriters Representative, the Company and the CompanyAttorney-in-Fact, on each Option Closing Date as specified in the notice from the Underwriters Representative to the CompanyCompany and the Attorney-in-Fact. Delivery by the Company and the Custodian of the certificates for the Firm Shares and the Option Shares, if any, shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price for the Firm Shares and the Option Shares, if any, to the order of the Company or the applicable Selling Stockholder, as the case may be, in immediately available funds. Certificates for the Excess Unsubscribed Firm Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters Representative may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Firm Shares and the Option Shares, if any, shall be made available to the Underwriters Representative at such office or such other place as the Underwriters Representative may designate for inspection, checking and packaging not no later than 9:30 a.m., New York City time, a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock . The purchase price per Share to be sold pursuant to the exercise paid by each of the RightsUnderwriters, severally and the payment of the subscription price therefor not jointly, to the Company and the Selling Stockholders for the Shares purchased hereunder will be the same for each Share and will be $[_____] per share. Neither the Company nor the Selling Stockholders shall be made at obligated to sell any Shares hereunder unless all Firm Shares to be sold by the Closing on Company and the Closing Date pursuant Selling Stockholders are purchased and paid for hereunder. In accordance with the terms hereof, the Company and the Selling Stockholders agree to issue and sell, against payment therefor, the Firm Shares to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such ClosingUnderwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ per Share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in New York Clearing House funds and, at the option of the Representative, by certified or bank cashier's checks drawn to the order of the Company or bank wire to an account specified by (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell hereby grants an option to the Underwriters, and the Underwriters agree, severally and not jointly, Representative to purchase in the percentages Option Shares at the price per Share as set forth in Schedule B hereto, all the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Excess Unsubscribed Shares at a price of $5.00 per share. Closing Date and (bii) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 only once thereafter within 45 days after the Expiration Datedate of this Agreement, by the Selling Stockholders agree to sell Representative to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share for Company setting forth the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, provided that the aggregate number of Option Shares purchased as to which the Representative is exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which certificate representing such Shares are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Underwriters Representative but shall not exceed 640,000be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Delivery If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. The Representative may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made concurrently with payment therefor. on the Option Shares may be purchased by Closing Date in New York Clearing House funds and, at the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution option of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased Representative, by the Underwriters) shall be simultaneously delivered certified or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable bank cashier's check drawn to or upon the order of the Company and for the Selling Stockholders Option Shares to be sold by the Company or bank wire to an account specified by the Company against delivery of certificates therefor at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Xxxxxxx Investment Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, Inc. set forth on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may befirst page of this Agreement. (d) Delivery In addition to the sums payable to the Representative as provided elsewhere herein, the Representative shall be entitled to receive at the Closing, for itself alone and not as Representative of certificates representing the Underwriters, as additional compensation for its services, purchase warrants (the "Representative's Warrants") for the purchase of up to 200,000 shares of Common Stock at a price of $ per share, upon the terms and subject to be sold pursuant adjustment and conversion as described in the form of Representative's Warrants filed as an exhibit to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such ClosingRegistration Statement.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointlyas provided in the introductory paragraph, to sell to each of the Underwriters, and each of the Underwriters agreeUnderwriters, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 __.___ per share share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule II hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. (b) The Company also grants to the Underwriters an option to purchase, solely for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase Firm Shares, all or any portion of the Option Shares from at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company up to two times, provided that setting forth the aggregate number of Option Shares to be purchased by and the Underwriters shall not exceed 640,000. Delivery date and time for delivery of and payment for such Option Shares and stating that the Option Shares shall referred to therein are to be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only used solely for the purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares of Common StockFirm Shares. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at If such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the relevant First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of such notice. The date and time set forth in such notice is herein called the "Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the " Upon exercise of the Rightsoption, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.become obligated to

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase in from the percentages set forth in Schedule B heretoCompany, all of the Excess Unsubscribed Shares at a purchase price of $5.00 [___] per share. (b) , the number of Firm Shares set forth opposite such Underwriter's name on Schedule I hereto. In addition, on the basis of the representations, warranties, covenants and agreements herein contained contained, but subject to the terms and upon not less than two business days' notice from the Underwritersconditions herein set forth, for a period of 20 days after the Expiration Date, (i) the Selling Stockholders agree to sell hereby grants to the several Underwriters the option to purchase, severally and not jointly, from the Selling Stockholders, all or part a portion of up the Selling Stockholder Additional Shares and (ii) the Company hereby grants to 640,000 Option Shares at the several Underwriters the option to purchase, severally and not jointly, from the Company, all or a purchase price portion of $5.00 per share for the sole purpose of covering Company Additional Shares, in each case, as may be necessary to cover over-allotments that may be made in connection with the offering and distribution of the shares Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by you on behalf of Common Stockthe several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Selling Stockholders or the Company or both, as the case may be. Such notice shall set forth the aggregate number of Selling Stockholder Additional Shares or Company Additional Shares or both, as the case may be, as to which the option is being exercised and the date and time when such Additional Shares are to be delivered (such date and time being herein referred to as an "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwrite on Schedule I hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine necessary to eliminate fractional shares). In the event the Underwriters may exercise their option to purchase the Additional Shares with respect to less than all or any portion of the Option Additional Shares, the number of Company Additional Shares from to be sold by the Company up to two times, provided that and the aggregate number of Option Selling Stockholder Additional Shares purchased to be sold by each Selling Stockholder shall be allocated pro rata relative to the Underwriters shall not exceed 640,000. Delivery total number of Additional Shares of the Option Company or the Selling Stockholder, as the case may be, subject to the Underwriters' over-allotment option. (b) Payment of the purchase price for the Firm Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from to the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same same-day funds, payable to or upon the order funds against delivery of the Company and certificates for the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Firm Shares to you through the facilities of the Depository Trust Company ("DTC") for the respective accounts of the Underwriters. Delivery Such payment and payment for the Excess Unsubscribed Shares delivery shall be made at the Closing. In addition9:00 A.M. (New York time) on _____________, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as 2003 (unless another time shall be agreed upon to by the Underwriters you and the CompanyCompany or unless postponed in accordance with the provisions of Section 9 hereof) (such time and date of payment and delivery being herein called the "Closing Date"). As used herein, the term "Business Day" means any day other than a day on each Option Closing Date as specified which banks are permitted or required to be closed in the notice from the Underwriters to the CompanyNew York, New York. Certificates for the Excess Unsubscribed Firm Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such name or names and in such authorized denominations as the Underwriters you may request in writing at least two business days (2) full Business Days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The Company will permit you to examine and package such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters delivery at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day least one (1) full Business Day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise . Payment of the Rights, and the payment of the subscription purchase price therefor to for the Company and the Selling Stockholders Additional Shares shall be made on the Additional Closing Date in the same manner at the same office as the payment for the Firm Shares. Certificates for the Additional Shares shall be delivered to you in definitive form, registered in such names and in such denominations as you shall specify no later than the second business day preceding the Additional Closing on Date. For the purpose of expediting the checking and packaging of the certificates for the Additional Shares by you, the Company agrees to make such certificates available to you for such purpose at least one full business day preceding the Additional Closing Date pursuant Date. Payment of the purchase price for the Selling Stockholder Additional Shares shall be made to the Rights Agent AgreementCustodian on behalf of the Selling Stockholders, irrespective by wire transfer in same-day funds against delivery of whether or not any Excess Unsubscribed the certificates for the Selling Stockholder Additional Shares are for the respective accounts of the Underwriters, of certificates for the Selling Stockholder Additional Shares to be purchased by it. Certificates for the Underwriters Selling Stockholder Additional Shares shall be delivered to you in definitive form, registered in such names and in such denominations as you shall specify no later than the second business day preceding the Additional Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Additional Shares by you, the Custodian will make such certificates available to you for such purpose at such Closingleast one full business day preceding the Additional Closing Date.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and the Company sell an aggregate of 1,000,000 Firm Shares and the Selling Stockholders agreeseverally agree to sell an aggregate of 400,000 Firm Shares to the Underwriters in the respective amounts set forth in Schedule II, and the Underwriters, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agree to purchase in from the percentages Company and such Selling Stockholders, at the price per share set forth below, the number of Firm Shares set forth in Schedule B heretoI opposite the name of such Underwriter, all subject to such adjustment as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional numbers of Firm Shares which such Underwriter may become obligated to purchase pursuant to the Excess Unsubscribed Shares at a price provisions of $5.00 per shareSection 12 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements agreements, herein contained contained, but subject to other terms and upon not less than two business days' notice from conditions herein set forth, the UnderwritersCompany hereby grants an option to the Underwriters to purchase up to an additional 105,000 Option Shares and the Selling Stockholder so listed in Schedule II hereby grants an option to the Underwriters to purchase up to an additional 105,000 Option Shares, each Option Share to be purchased at the same purchase price per share set forth below to be paid by the Underwriters to the Company for a period of 20 the Firm Shares. The options granted hereby will expire 30 days after the Expiration Date, the Selling Stockholders agree effective date of this Agreement and may be exercised in whole or in part from time to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share time only for the sole purpose of covering over-allotments that which may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option Firm Shares upon notice by the Representative to purchase all or any portion of the Option Shares from the Company up to two times, provided that and the aggregate Selling Stockholder setting forth the number of Option Shares purchased by as to which the several Underwriters shall not exceed 640,000are then exercising the option and the time and date of payment and delivery for such Option Shares. Delivery of the Option Shares shall be made concurrently with payment thereforsold by the Company and the Selling Stockholder in the ratio of one to one, subject to such adjustment as the Representative in its discretion shall make to eliminate any sale or purchase of fractional shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than three full business days after the exercise of said option, nor in any event prior to Closing Date, as hereinafter defined, unless otherwise agreed upon by the Representative and the Company and such Selling Stockholder. In the event such option is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Shares may be then being purchased by which the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Nothing herein contained shall obligate the Underwriters only for the purpose of covering to make any over-allotments that may be made in connection with the offering and distribution of the shares of Common Stockallotments. No Option Shares shall be delivered unless the Excess Unsubscribed Firm Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices price for, and delivery of certificates for, the Excess Unsubscribed Firm Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx Arnoxx & Co. Incorporated at 000 X. Xxxxxxxxx Xortxx, 009 Xxxx Xxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxxx Xxx Xxxx 00000-0000, or xx at such other place as shall be agreed upon by the Underwriters Representative and the Company, upon . Such delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at 10:00 a.m. (New York City time) three (3) days after the ClosingEffective Date or at such other time and date as shall be agreed upon by the Representative, the Company, and the Attorney-in-Fact (the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such the Option Shares shall be made at the above mentioned office or of Arnoxx & Xortxx xx at such other place as shall be agreed upon by the Underwriters Representative and the Company, on each Option Closing Date as specified in the notice from the Underwriters Representative to the Company. Delivery by the Company and the Custodian of the certificates for the Firm Shares and the Option Shares, if any, shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price for the Firm Shares and the Option Shares, if any, to the order of the Company or the applicable Selling Stockholder, as the case may be, in immediately available funds. Certificates for the Excess Unsubscribed Firm Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters Representative may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Firm Shares and the Option Shares, if any, shall be made available to the Underwriters Representative at such office or such other place as the Underwriters Representative may designate for inspection, checking and packaging not no later than 9:30 a.m., New York City time, a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock . The purchase price per Share to be sold pursuant to the exercise paid by each of the RightsUnderwriters, severally and the payment of the subscription price therefor not jointly, to the Company and the Selling Stockholders for the Shares purchased hereunder will be the same for each Share and will be $[_____] per share. Neither the Company nor the Selling Stockholders shall be made at obligated to sell any Shares hereunder unless all Firm Shares to be sold by the Closing on Company and the Closing Date pursuant Selling Stockholders are purchased and paid for hereunder. In accordance with the terms hereof, the Company and the Selling Stockholders agree to issue and sell, against payment therefor, the Firm Shares to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such ClosingUnderwriters.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders Shareholders agree, as provided in the introductory paragraph, to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a purchase price of $5.00 ___________ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule II hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. Each of the Underwriters agrees that the "Price to Public" set forth on the cover page of the Final Prospectus will be $___________ per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell The Company also grants to the Underwriters all or part of up an option to 640,000 Option Shares at a purchase price of $5.00 per share purchase, solely for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase Firm Shares, all or any portion of the Option Shares from at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company up to two times, provided that setting forth the aggregate number of Option Shares to be purchased by and the Underwriters shall not exceed 640,000. Delivery date and time for delivery of and payment for such Option Shares and stating that the Option Shares shall referred to therein are to be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only used for the purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares Firm Shares. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of Common Stocksuch notice. No The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the number of Option Shares specified in such notice. Option Shares shall be delivered unless purchased for the Excess Unsubscribed accounts of the Underwriters in proportion to the number of Firm Shares (if any are purchased by set forth opposite such Underwriter's name in Schedule II hereto, except that the Underwriters) respective purchase obligations of each Underwriter shall be simultaneously delivered or adjusted so that no Underwriter shall theretofore have been delivered as herein providedbe obligated to purchase fractional Option Shares. (c) Payment Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by Shareholders to the Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the Closing Date purchase price therefor by wire transfer certified, official bank or New York Clearing House funds check payable in same next day funds, payable funds to or upon the order of the Company and the custodian for the Selling Stockholders Shareholders at the offices of Xxxxxx X. Xxxxx J.C. Xxxxxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xo. ("Bradford"), 330 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, xx at such other place as may be agreed upon by Bradford and the Company, at 10:00 A.M., Nashville time, on the third full business day after this Agreement becomes effective, or at such other place time not later than the seventh full business day thereafter as shall be agreed upon by the Underwriters Representatives and the CompanyCompany may determine, upon such time of delivery of certificates (against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by the Underwriters, payment or on behalf of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters Company and the Company, custodian for the Selling Shareholders on each the Option Closing Date as specified Date. The certificates in the notice from the Underwriters to the Company. Certificates definitive form for the Excess Unsubscribed Shares and the Option Shares, if any, shall to be delivered will be in definitive, fully registered form, shall bear no restrictive legends good delivery form and shall be in such denominations and registered in such names as the Underwriters may Bradxxxx xxx request in writing at least two business days not less than 48 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. The Such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall will be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m.at a location in New York, New York City timeas may be designated by the Representatives, on the last business day at least 24 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. . It is understood that the Representatives may (dbut shall not be obligated to) Delivery make payment on behalf of certificates representing any Underwriter or Underwriters for the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters at such Closingfrom any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue sell to the several Underwriters the Firm Shares, and each of the Company and the Selling Stockholders agreeUnderwriters, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 ______ per share share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company hereby grants to the Underwriters an option to purchase, solely for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase Firm Shares, all or any portion of the Option Shares from at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date of the Final Prospectus. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by J.C. Xxxxxxxx & Xx. ("Xxxxxxxx") xxxing written notice to the Company up to two times, provided that setting forth the aggregate number of Option Shares to be purchased by and the Underwriters shall not exceed 640,000. Delivery date and time for delivery of and payment for such Option Shares and stating that the Option Shares shall referred to therein are to be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only used for the purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares Firm Shares. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than four full business days after the date of Common Stocksuch notice. No The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the number of Option Shares specified in such notice. Option Shares shall be delivered unless purchased for the Excess Unsubscribed accounts of the Underwriters in proportion to the number of Firm Shares (if any are purchased by set forth opposite such Underwriter's name in Schedule I hereto, except that the Underwriters) respective purchase obligations of each Underwriter shall be simultaneously delivered or adjusted so that no Underwriter shall theretofore have been delivered as herein providedbe obligated to purchase fractional Option Shares. (c) Payment Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the respective aggregate purchase prices Company to the Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date purchase price therefor by wire transfer in same day funds, payable of immediately available funds to or upon the order of the Company and the Selling Stockholders Company, at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Bradford, 330 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall may be agreed upon by the Underwriters Bradford and the Company, upon delivery of certificates (in form and substance satisfactory to at 10:00 A.M., Nashville time, on the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made third full business day after this Agreement becomes effective, or, at the Closing. In addition, in the event that any or all election of the Option Shares are purchased by Representatives, on the Underwritersfourth full business day after this Agreement becomes effective, payment of the purchase price forif it becomes effective after 4:30 P.M. Eastern time, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place time not later than the seventh full business day thereafter as shall be agreed upon by the Underwriters Representatives and the CompanyCompany may determine, on each such time of delivery against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as specified the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in the notice from the Underwriters to the Company. Certificates definitive form for the Excess Unsubscribed Option Shares and which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by or on behalf of the Company on the Option Shares, if any, shall Closing Date. The certificates in definitive form for the Shares to be delivered will be in definitive, fully registered form, shall bear no restrictive legends good delivery form and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days Bradxxxx xxx xxxuest not less than 48 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. The Such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall will be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m.at a location in New York, New York City timeas may be designated by Bradford, on the last business day at least 24 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. . It is understood that Bradxxxx xxx (dxxt shall not be obligated to) Delivery make payment on behalf of certificates representing any Underwriter or Underwriters for the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.such

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $2.35, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the percentages event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule B hereto, I hereto and the denominator of which is the maximum number of Optional Shares that all of the Excess Unsubscribed Shares at a price of $5.00 per shareUnderwriters are entitled to purchase hereunder. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell The Company hereby grants to the Underwriters all or part of the right to purchase at their election up to 640,000 Option Shares 1,020,000Optional Shares, at a the purchase price of $5.00 per share set forth in the paragraph above, for the sole purpose of covering over-allotments that overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be made in connection with exercised only by written notice from you to the offering and distribution Company, given within a period of 30 calendar days after the shares date of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two timesthis Agreement, provided that setting forth the aggregate number of Option Optional Shares purchased by the Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may to be purchased and the date - 14 - on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the Underwriters only for First Time of Delivery (as defined in Section 2(e) hereof) or, unless you and the purpose Company otherwise agree in writing, earlier than two or later than ten business days after the date of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedsuch notice. (c) Payment of It is understood that each Underwriter has authorized the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company Representative, for such Underwriter's account, to accept delivery of, receipt for, and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, make payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Firm Shares and the Option Optional Shares, if any, which such Underwriter has agreed to purchase. Sandler X'Xxxxx & Partners, L.P., individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Firm Shares or the Optional Shares, if any, to be purchased by any Underwriter whose funds have not been received by Sandler X'Xxxxx & Partners, L.P. by the relevant Time of Delivery but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in definitivethe Prospectus. (e) The Shares to be purchased by each Underwriter hereunder, fully registered in definitive form, shall bear no restrictive legends and shall be in such authorized denominations and registered in such names as the Underwriters Representative may request (or in writing the form of one or more global certificates deposited with DTC and registered in the name of Cede & Co., as nominee for DTC) upon at least two business days forty-eight hours prior notice to the Company shall be delivered by or on behalf of the Company to the Representative, through the facilities of the Depository Trust Company ("DTC"), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same day) funds to the account specified by the Company, to the Representative at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Date Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the relevant Option Closing Date, as the case may be"Designated Office"). The certificates for time and date of such delivery and payment shall be, with respect to the Excess Unsubscribed Shares and the Option Firm Shares, if any9:30 a.m., shall be made available to the Underwriters at such office Eastern Time, on December 17, 2010 or such other place time and date as the Underwriters Representative and the Company may designate for inspectionagree upon in writing, checking and packaging not later than and, with respect to the Optional Shares, 9:30 a.m., New York City time, on the last business day prior date specified by the Representative in the written notice given by the Representative of the Underwriters' election to purchase such Optional Shares, or such other time and date as the Representative and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the "Second Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." (f) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 3 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(k) hereof, will be delivered at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, - 15 - 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000 (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Date or Location at 3:30 p.m., Eastern Time, on the relevant Option Closing DateNew York Business Day next preceding such Time of Delivery, as at which meeting the case may be. (d) Delivery final drafts of certificates representing the shares of Common Stock documents to be sold delivered pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall preceding sentence will be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased available for review by the Underwriters at such Closingparties hereto. For the purposes of this Section 2, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the each Selling Stockholders agreeStockholder agrees, severally and not jointly, to sell to the Underwriters, each Underwriter and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B heretopurchase, all of the Excess Unsubscribed Shares at a purchase price of $5.00 [•] per share, that number of Firm Shares (rounded up or down, as determined by Bear Xxxxxxx in its discretion, in order to avoid fractions) obtained by multiplying the Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, by a fraction the numerator of which is the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto and the denominator of which is the total number of Firm Shares, together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Certificates accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed for the Shares to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Custodian. Each Selling Stockholder agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under such Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Shares hereunder, certificates for such Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. (c) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made by the Company and the Custodian at the office of Pillsbury Winthrop LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000 (“Company Counsel”), or at such other place as shall be agreed upon by Bear Xxxxxxx and the Company, at 10:00 A.M., New York time, on the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Shares), or such other time not later than ten business days after such date as shall be agreed upon by Bear Xxxxxxx and the Company (such time and date of payment and delivery being herein called the “Closing Date”). (d) Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the order of the Custodian for the benefit of the Selling Stockholders in the case of [•] shares of Firm Shares, in each case upon delivery of certificates for the Firm Shares to Bear Xxxxxxx through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as Bear Xxxxxxx may request at least two business days before the Closing Date. The Company will permit Bear Xxxxxxx to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (e) In addition, on the basis of the representations, warranties, covenants and agreements herein contained contained, but subject to the terms and upon conditions herein set forth, each Additional Selling Stockholder, severally but not less than two business days' notice from jointly, hereby grants to the Underwriters, for a period of 20 days after the Expiration Dateacting severally not jointly, the option to purchase, at the purchase price per Share to be paid for the Firm Shares, the respective numbers of Additional Shares obtained by multiplying the number of Additional Shares specified in such notice by a fraction, the numerator of which is the number of Additional Shares set forth opposite the name of such Additional Selling Stockholder in Schedule I hereto and the denominator of which is the total number of Additional Shares (subject to adjustment by Bear Xxxxxxx to eliminate fractions); provided, that, in the event the overallotment option is exercised for an amount that is less than the total amount of Additional Shares that would have been purchased if the option were fully exercised, the Additional Shares shall be allocated among the Additional Selling Stockholders agree to sell to the Underwriters all or part of as follows: (i) first from Constant, up to 640,000 Option 300,000 Additional Shares, and (ii) of the remaining Additional Shares, if any, two-thirds (2/3) from Silver Star Developments Limited (“Silver Star”) and one-third (1/3) from Peer Developments Limited (“Peer”). Such Additional Shares at a purchase price of $5.00 per share may only be purchased for the sole purpose of covering over-allotments that in the sale of Firm Shares by the Underwriters. This option may be made exercised at any time and from time to time, in connection whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice by Bear Xxxxxxx to the Company or such Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear Xxxxxxx, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the offering and distribution provisions of Section 10 hereof). Upon any exercise of the shares of Common Stock. The Underwriters may exercise their option as to purchase all or any portion of the Option Additional Shares, each Underwriter, acting severally and not jointly, will purchase that proportion of the total number of Additional Shares from then being purchased which the Company up number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number increased as set forth in Section 10 hereof) bears to two times, provided the total number of Firm Shares that the aggregate number of Option Shares Underwriters have agreed to purchased by the Underwriters hereunder, subject, however, to such adjustments to eliminate any fractional shares as Bear Xxxxxxx, in its sole discretion shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedmake. (cf) Payment of the respective aggregate purchase prices price for, and delivery of certificates representing, the Excess Unsubscribed Additional Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders Custodian at the offices office of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000Company Counsel, or at such other place as shall be agreed upon by the Underwriters Bear Xxxxxxx and the Company, upon delivery of certificates (in form and substance satisfactory to at 10:00 A.M., New York time, on the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In additionAdditional Closing Date, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place time as shall be agreed upon by the Underwriters Bear Xxxxxxx and the Company, on each Option Closing Date as specified . (g) Payment of the purchase price for the Additional Shares shall be made by wire transfer in the notice from the Underwriters same day funds to the CompanyCustodian for the benefit of the Additional Selling Stockholders upon delivery of certificates for the Additional Shares to Bear Xxxxxxx through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Excess Unsubscribed Additional Shares and the Option Shares, if any, shall be registered in definitive, fully registered form, shall bear no restrictive legends such name or names and shall be in such denominations and registered in such names as the Underwriters Bear Xxxxxxx may request in writing at least two business days prior to before the Closing Date or the relevant Option Additional Closing Date, as the case may be. The Company will permit Bear Xxxxxxx to examine and package such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters delivery at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last least one full business day prior to the Closing Date or the relevant Option Additional Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue sell 2,500,000 Firm Shares and the Company Representatives' Warrants to the several Underwriters, the Firm Selling Stockholder agrees to sell to the several Underwriters the number of Firm Shares set forth on Xxxxxx, Xxxxxxx Incorporated Sutro & Co. Incorporated Schedule B opposite the name of Firm Selling Stockholder, and the Selling Stockholders agreeeach Underwriter, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase in the percentages that number of Firm Shares set forth in Schedule B hereto, all A opposite its name plus any additional number of Firm Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. As of the Excess Unsubscribed Closing Date, certificates in negotiable form for the total number of Shares at a (or securities exercisable for such Shares in negotiable form together with the exercise price thereon in cash) to be sold hereunder by the Selling Stockholders will have been placed in custody with the Custodian pursuant to the Custody Agreements executed by the Selling Stockholders for delivery of $5.00 per shareall Shares to be sold hereunder by the Selling Stockholders. The Selling Stockholders specifically agree that the Shares represented by the certificates held and to be held in custody for the Selling Stockholders under the Custody Agreements are subject to the interests of the Underwriters hereunder, and that the obligations of the Selling Stockholders hereunder shall not be terminable by any act or deed of such Selling Stockholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including without limitation, the bankruptcy, insolvency, dissolution, liquidation or termination of the Selling Stockholders) or by the occurrence of any other event or events, except as set forth in the Custody Agreements. If any such event should occur prior to the delivery to the Underwriters of the Shares hereunder, certificates for the Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event has not occurred, regardless of whether or not the Custodian shall have received notice of such event. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Representatives of the Underwriters, for a period of 20 forty-five days after from the Expiration Dateeffective date of this Agreement, the Company and the Selling Stockholders agree grant to the Underwriters an option to purchase up to 450,000 Option Shares (such Option Shares, if less than the aggregate amount, to be apportioned first between the Selling Stockholders on a pro rate basis based on the maximum amount of Option Shares which the Selling Stockholders are obligated to sell to the Underwriters all or part of up pursuant to 640,000 Option Shares at a purchase price of $5.00 per share for the sole purpose of covering over-allotments that may be made in connection with the offering this Section 2(b) and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares then from the Company up to two timesCompany, provided that the aggregate number of Option Shares purchased adjusted by the Underwriters shall not exceed 640,000Representatives in such manner as they deem advisable to avoid fractional shares). Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only Such option is granted solely for the purpose of covering over-allotments that may be made in connection with the offering sale of Firm Shares and distribution of the shares of Common Stockis exercisable as provided in Section 4 hereof. No Option Shares shall be delivered unless purchased severally for the Excess Unsubscribed account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name Xxxxxx, Xxxxxxx Incorporated Sutro & Co. Incorporated of such Underwriters in Schedule A hereto. (if The time and date of delivery of any are purchased of the Option Shares is herein called the "Option Closing Date.") The respective purchase obligations of each Underwriter with respect to the Option Shares may be adjusted by the Underwriters) Representatives so that no Underwriter shall be simultaneously delivered or obligated to purchase Option Shares other than in 100 share increments. The price of both the Firm Shares and any Option Shares shall theretofore have been delivered as herein providedbe $____ per share. (c) Payment of the respective aggregate purchase prices price for, and delivery of certificates for, the Excess Unsubscribed Firm Shares purchased from the Company and the Selling Stockholders Option Shares shall be made by the Underwriters on each of the Closing Date and the Option Closing Date, respectively, by wire transfer in same day of immediately available funds, payable to or upon the order of the Company and the Selling Stockholders Custodian, as applicable, at the offices of Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxxx at 000 X. Xxxxxxxxx Xxx Xxxxxx Xxxxxx, XxxxxxxxxXxxxxx, Xxxxxxxxx 00000-0000Xxxxxxxxxxxxx, or at such other place as shall be agreed upon by the Underwriters Representatives, the Company and the CompanySelling Stockholders or, if mutually agreed to by the Company and the Representatives, by wire transfer, upon delivery of certificates (in form and substance satisfactory to the UnderwritersRepresentatives) representing the Excess Unsubscribed Shares such securities to the UnderwritersRepresentatives. Delivery and payment for the Excess Unsubscribed Firm Shares shall be made at 10:00 a.m. (Eastern Time) on the Closingthird business day following the public offering, or at such other time and date as shall be agreed upon by the Representatives and the Company. The time and date of payment for and delivery of the Firm Shares is herein called the "Closing Date." In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, date and delivery of time at which certificates for, such for Option Shares are to be delivered shall be made at the above mentioned office or at such other place as shall be agreed upon determined by the Underwriters Representatives and the CompanyCompany but shall not be earlier than three nor later than ten full business days after the exercise of such option, on each Option Closing Date as specified nor in the notice from the Underwriters any event prior to the CompanyClosing Date. Certificates for the Excess Unsubscribed Firm Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters Representatives may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may beapplicable. The certificates for the Excess Unsubscribed Firm Shares and the Option Shares, if any, shall be made available to the Underwriters Representatives at such office or such other place as the Underwriters Representatives may designate for inspection, checking inspection and packaging not later than 9:30 a.m., New York City time, a.m. (Eastern Time) on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may beapplicable. (d) Delivery As of certificates representing the Closing Date, the Company will issue and sell to you or, at your direction, to your bona fide officers, for a total purchase price of $2,500, warrants entitling the holders to purchase 250,000 shares of Common Stock (equal to 10% of the Firm Shares being sold by the Company) at $_____ per Share (120% of the Xxxxxx, Xxxxxxx Incorporated Sutro & Co. Incorporated public offering price on the Effective Date) (the "Representatives' Warrants") for a period of four years commencing one year after the effective date of the Registration Statement. The Representatives' Warrants include the terms set forth in the Warrant Agreement. You may designate that the Representatives' Warrants be sold pursuant issued to your bona fide officers only if you determine that such issuances would not violate the interpretations of the NASD relating to the exercise review of corporate financing arrangements. No sale, transfer, assignment, or hypothecation of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders Underwriter's Warrants shall be made at for a period of five (5) years from the Closing on effective date of the Closing Date pursuant Registration Statement except to bona fide officers of the Underwriter and officers or partners of selected dealers. The holders of the Representatives' Warrants will be entitled to the Rights Agent registration rights set forth in the Warrant Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representationsrepresentations and warranties herein contained and shall be subject to the terms and conditions herein set forth. (b) In addition, warranties, covenants on the basis of the representations and agreements warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and may grant, if so provided in the Company and the Selling Stockholders agree, severally and not jointly, to sell applicable Terms Agreement relating to the UnderwritersInitial Underwritten Securities, and an option to the Underwriters agreenamed in such Terms Agreement, severally and not jointly, to purchase up to the number of Option Securities set forth therein at the same price per Option Security as is applicable to the Initial Underwritten Securities less the amount of any distribution payable with respect to an Initial Underwritten Security but not payable with respect to an Option Security. Such option, if granted, will expire 30 days or such lesser number of days as may be specified in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days applicable Terms Agreement after the Expiration Date, the Selling Stockholders agree to sell Representation Date relating to the Underwriters all Initial Underwritten Securities, and may be exercised in whole or in part of up from time to 640,000 Option Shares at a purchase price of $5.00 per share time only for the sole purpose of covering over-allotments that which may be made in connection with the offering and distribution of the shares Initial Underwritten Securities upon notice by you to the Company setting forth the number of Common StockOption Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Securities. The Underwriters may Any such time and date of delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise their of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to purchase all or any portion of the Option Shares from Securities, each of the Company up to two timesUnderwriters, provided acting severally and not jointly, will purchase that proportion of the aggregate total number of Option Shares Securities then being purchased by which the Underwriters number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in the applicable Terms Agreement bears to the total number of Initial Underwritten Securities (except as otherwise provided in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall not exceed 640,000. Delivery make to eliminate any sales or purchases of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedfractional Initial Underwritten Securities. (c) Payment of the respective aggregate purchase prices of price for, and delivery of, the Excess Unsubscribed Shares Underwritten Securities to be purchased from by the Company and the Selling Stockholders Underwriters shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices office of Sidley Xxxxxx X. Xxxxx & Co. Incorporated at Xxxx LLP, 000 X. Xxxxxxxxx Xxxxxxx Xxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxxx Xxx Xxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters you and the Company, upon delivery at 10:00 A.M., New York City time, on the third or fourth business day (as permitted under Rule 15c6-1 under the 0000 Xxx) (unless postponed in accordance with the provisions of certificates (Section 9) specified in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares applicable Terms Agreement or at such other time as shall be made at agreed upon by you and the ClosingCompany (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Shares Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forrepresenting, such Option Shares Securities, shall be made at the above above-mentioned office offices of Sidley Xxxxxx Xxxxx & Xxxx LLP, or at such other place as shall be agreed upon by the Underwriters you and the Company, Company on each Option Closing Date of Delivery as specified in the notice from the Underwriters you to the Company. Certificates Unless otherwise specified in the applicable Terms Agreement, payment shall be made by wire transfer in Federal (same day) funds to the Company upon delivery of certificates for the Excess Unsubscribed Shares and Underwritten Securities to you, through the Option Sharesfacilities of the Depository Trust Company, if anyapplicable, for the respective accounts of the Underwriters for the Underwritten Securities to be purchased by them against receipt therefor signed by you. The Underwritten Securities or, if applicable, the Depositary Receipts evidencing the Depositary Shares, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such authorized denominations and registered in such names as the Underwriters you may request in writing at least two one business days day prior to the applicable Closing Time or Date or the relevant Option Closing Dateof Delivery, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option SharesUnderwritten Securities, if anywhich may be in temporary form, shall will be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking examination and packaging not later than 9:30 a.m., New York City time, by you on or before the last first business day prior to the Closing Time or Date or the relevant Option Closing Dateof Delivery, as the case may be. (d) If authorized by the applicable Terms Agreement, the Underwriters named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts") substantially in the form of certificates representing Exhibit B hereto with such changes therein as the shares Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to you at Closing Time, for the respective accounts of Common Stock the Underwriters, a fee specified in the applicable Terms Agreement for each of the Underwritten Securities for which Delayed Delivery Contracts are made at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be sold pursuant with institutional investors of the types described in the Prospectus. At the Closing Time, the Company will enter into Delayed Delivery Contracts (for not less than the minimum number of Underwritten Securities per Delayed Delivery Contract specified in the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate number of Underwritten Securities in excess of that specified in the applicable Terms Agreement. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts. You shall submit to the exercise Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the RightsCompany will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the payment Company will advise you, at least two business days prior to the Closing Time, of the subscription price therefor to names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the Selling Stockholders shall number of Underwritten Securities to be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective covered by each such Delayed Delivery Contract. The number of whether or not any Excess Unsubscribed Shares are Underwritten Securities agreed to be purchased by the several Underwriters at such Closingpursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by you to the Company; PROVIDED, HOWEVER, that the total number of Underwritten Securities to be purchased by all Underwriters shall be the total number of Underwritten Securities covered by the applicable Terms Agreement, less the number of Underwritten Securities covered by Delayed Delivery Contracts.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue sell to the several Underwriters the Firm Shares, and each of the Company and the Selling Stockholders agreeUnderwriters, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 ______ per share share, the number of Firm Shares set forth opposite such Underwriter's name in SCHEDULE I hereto. (b) The Company hereby grants to the Underwriters an option to purchase, solely for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase Firm Shares, all or any portion of the Option Shares from at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date of the Final Prospectus. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company up to two times, provided that setting forth the aggregate number of Option Shares to be purchased by and the Underwriters shall not exceed 640,000. Delivery date and time for delivery of and payment for such Option Shares and stating that the Option Shares shall referred to therein are to be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only used for the purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares Firm Shares. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than four full business days after the date of Common Stocksuch notice. No The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the number of Option Shares specified in such notice. Option Shares shall be delivered unless purchased for the Excess Unsubscribed accounts of the Underwriters in proportion to the number of Firm Shares (if any are purchased by set forth opposite such Underwriter's name in SCHEDULE I hereto, except that the Underwriters) respective purchase obligations of each Underwriter shall be simultaneously delivered or adjusted so that no Underwriter shall theretofore have been delivered as herein providedbe obligated to purchase fractional Option Shares. (c) Payment Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the respective aggregate purchase prices Company to the Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date purchase price therefor by wire transfer in same day funds, payable of immediately available funds to or upon the order of the Company and the Selling Stockholders Company, at the offices of Xxxxxx X. Xxxxx J.C. Bradford & Co. Incorporated Co., L.L.C., 330 Commerce Street, Nashville, Tennexxxx 00000, xr at 000 X. Xxxxxxxxx Xxxxxxsuch other place xx xxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxves, Xxxxxxxxxat 10:00 A.M., Xxxxxxxxx 00000-0000Nashville time, on the third full business day after this Agreement becomes effective, or, at the election of the Representatives, on the fourth full business day after this Agreement becomes effective, if it becomes effective after 4:30 P.M. Eastern time, or at such other place time not later than the seventh full business day thereafter as shall be agreed upon by the Underwriters Representatives and the CompanyCompany may determine, upon such time of delivery of certificates (against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by the Underwriters, payment or on behalf of the purchase price for, and delivery of certificates for, such Option Shares shall be made at Company on the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified Date. The certificates in the notice from the Underwriters to the Company. Certificates definitive form for the Excess Unsubscribed Shares and the Option Shares, if any, shall to be delivered will be in definitive, fully registered form, shall bear no restrictive legends good delivery form and shall be in such denominations and registered in such names as the Underwriters Representatives may request in writing at least two business days not less than 48 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. The Such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall will be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m.at a location in New York, New York City timeas may be designated by you, on the last business day at least 24 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. . It is understood that the Representatives may (dbut shall not be obligated to) Delivery make payment on behalf of certificates representing any Underwriter or Underwriters for the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters at such Closingfrom any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders Shareholders agree, as provided in the introductory paragraph, to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a purchase price of $5.00 ___________ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule II hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. Each of the Underwriters agrees that the "Price to Public" set forth on the cover page of the Final Prospectus will be $___________ per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell The Company also grants to the Underwriters all or part of up an option to 640,000 Option Shares at a purchase price of $5.00 per share purchase, solely for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase Firm Shares, all or any portion of the Option Shares from at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company up to two times, provided that setting forth the aggregate number of Option Shares to be purchased by and the Underwriters shall not exceed 640,000. Delivery date and time for delivery of and payment for such Option Shares and stating that the Option Shares shall referred to therein are to be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only used for the purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares Firm Shares. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of Common Stocksuch notice. No The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the number of Option Shares specified in such notice. Option Shares shall be delivered unless purchased for the Excess Unsubscribed accounts of the Underwriters in proportion to the number of Firm Shares (if any are purchased by the Underwriters) set forth opposite such Underwriter's name in respective purchase obligations of each Underwriter shall be simultaneously delivered or adjusted so that no Underwriter shall theretofore have been delivered as herein providedbe obligated to purchase fractional Option Shares. (c) Payment Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by Shareholders to the Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the Closing Date purchase price therefor by wire transfer certified, official bank or New York Clearing House funds check payable in same next day funds, payable funds to or upon the order of the Company and the custodian for the Selling Stockholders Shareholders at the offices of Xxxxxx X. Xxxxx J.C. Xxxxxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xo. ("Bradford"), 330 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, xx at such other place as may be agreed upon by Bradford and the Company, at 10:00 A.M., Nashville time, on the third full business day after this Agreement becomes effective, or at such other place time not later than the seventh full business day thereafter as shall be agreed upon by the Underwriters Representatives and the CompanyCompany may determine, upon such time of delivery of certificates (against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by the Underwriters, payment or on behalf of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters Company and the Company, custodian for the Selling Shareholders on each the Option Closing Date as specified Date. The certificates in the notice from the Underwriters to the Company. Certificates definitive form for the Excess Unsubscribed Shares and the Option Shares, if any, shall to be delivered will be in definitive, fully registered form, shall bear no restrictive legends good delivery form and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days Bradxxxx xxx xxxuest not less than 48 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. The Such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall will be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m.at a location in New York, New York City timeas may be designated by the Representatives, on the last business day at least 24 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. . It is understood that the Representatives may (dbut shall not be obligated to) Delivery make payment on behalf of certificates representing any Underwriter or Underwriters for the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters at such Closingfrom any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[—] per share, the number of Firm Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to issue and the several Underwriters to purchase the Option Shares at the price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, payable on the basis of Shares but not payable on the representationsOption Shares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 time to time thereafter within 30 days after the Expiration Datedate of this Agreement, by you, as Representatives of the Selling Stockholders agree to sell several Underwriters, to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share for Company setting forth the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, provided that the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which the Option Shares are to be delivered. The time and date at which book-entry interests for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the Underwriters shall not exceed 640,000same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. Delivery of To the extent, if any, that the option is exercised, payment for the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Option Closing Date by wire transfer in federal (same day funds, payable day) funds drawn to or upon the order of the Company and against delivery of book-entry interests therefor through the Selling Stockholders at the offices facilities of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the The Depository Trust Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m.New York, New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may beYork. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, terms and subject to the terms and conditions herein set forthof this Agreement, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the UnderwritersUnderwriter at the closing (the "Closing"), and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase in from the percentages set forth in Schedule B heretoCompany at the Closing, all of the Excess Unsubscribed Firm Shares at for a price of $5.00 ____ per share. The Closing shall be on the date which is the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Underwriter and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (b) In addition, on The Company hereby grants to the basis of Underwriter an option (the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from "Option") to purchase the Underwriters, Option Shares at the same price per share as the price for a period of 20 the Firm Shares. The Underwriter may at any time within 30 days after the Expiration Date, date of this Agreement (the Selling Stockholders agree "Option Period") exercise the Option only to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share for the sole purpose of covering cover over-allotments that in the offering of the Firm Shares by the Underwriter. The Option may be made exercised in connection with whole or in part from time to time during the offering and distribution of Option Period by giving written notice to the shares of Common StockCompany. The Underwriters may exercise their option to purchase all or any portion of notice shall set forth the Option Shares from the Company up to two times, provided that the aggregate number of Option Shares purchased as to which the Underwriter is exercising the Option and the time and date at which such shares are to be delivered. The time and date at which Option Shares are to be delivered shall be determined by the Underwriters Underwriter but shall not exceed 640,000be earlier than two nor later than ten business days after the exercise of the Option, nor in any event prior to the Closing Date (each such time and date being herein referred to as the "Option Closing Date"). Delivery If the date of exercise of the Option Shares is two or more days before the Closing Date, the notice of exercise shall be made concurrently with payment therefor. set the Closing Date as the Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedClosing Date. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed The Firm Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names and in such denominations as the Underwriters may Underwriter shall request in writing at least two not later than one full business days day prior to the Closing Date or the relevant applicable Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Firm Shares and the Option Shares, if any, Shares shall be made available delivered to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, Underwriter on the last business day prior to the Closing Date or the relevant an Option Closing Date, as the case may be. (d) Delivery , for the account of certificates representing the shares Underwriter, with any transfer taxes payable in connection with the transfer of Common Stock to be sold pursuant the Underwriter's Shares to the exercise of the RightsUnderwriter duly paid, and the against payment of the subscription purchase price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closingin same day funds.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company Issuer agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the UnderwritersUnderwriter, and the Underwriters agreeUnderwriter agrees to purchase, severally and not jointly, to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 9.70 per share, all of the Firm Securities. (b) In addition, on the basis of the representations, warrantieswarranties and covenants herein contained, covenants and agreements subject to the terms and conditions herein contained set forth, the Issuer hereby grants an option to the Underwriter to purchase the Option Securities at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at least one day before the Closing Date and upon not less than two business days' notice from the Underwriters, for a period of 20 (ii) only once thereafter within 30 days after the Expiration Datedate of this Agreement, by the Selling Stockholders agree to sell Underwriter to the Underwriters all or part Issuer setting forth the number of up Option Securities as to 640,000 which the Underwriter is exercising the option and stating the Option Shares at a purchase price of $5.00 per share for Closing Date in accordance with Section 2(d). The option with respect to the sole purpose of covering Option Securities granted hereunder may be exercised only to cover over-allotments that may be made in connection with the offering and distribution sale of the shares of Common StockFirm Securities by the Underwriter. The Underwriters Underwriter may exercise their cancel such option at any time prior to purchase all or any portion its expiration by giving written notice of such cancellation to the Option Shares from the Company up to two times, provided that the aggregate number of Option Shares purchased by the Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedIssuer. (c) Payment The Shares to be purchased hereunder will be represented by one or more definitive global certificates in book-entry form which will be deposited by or on behalf of the respective aggregate purchase prices Issuer with The Depository Trust Company (“DTC”) or its designated custodian. Delivery to the Underwriter of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day fundsFirm Securities, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, against payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified therefor in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if anyfederal (same day) funds, shall be made available by causing DTC to credit the Firm Securities to the Underwriters account or accounts designated by the Underwriter at DTC. The time and date of such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m.delivery shall be 10:00 A.M., New York City time, on the last third business day prior after the date of this Agreement or such later time and date as the Underwriter shall designate by notice to the Issuer (the time and date of such closing are called the “Closing Date”). The Issuer hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the Closing Date as originally scheduled include, but are not limited to, any determination by the Issuer or the Underwriter to recirculate to the public copies of an amended or supplemented Final Prospectus or Disclosure Package. As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York City are open for business and are not permitted by law or executive order to be closed. The other documents to be delivered on the Closing Date by or on behalf of the parties hereto shall be delivered at such time and date at the offices of Pxxxxx Bxxxx LLP, 2000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The place of closing for the Firm Securities and the Closing Date may be varied by agreement between you and the Issuer. (d) Delivery to the Underwriter of the Option Securities to be purchased by the Underwriter, against payment of the purchase price therefor in federal (same day) funds, shall be made by causing DTC to credit the Option Securities to the account or accounts designated by the Underwriter at DTC. The time and date of such delivery shall be determined by the Underwriter (the “Option Closing Date”), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice referred to in Section 2(b), as shall be specified in such notice; provided, however, that if the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The other documents to be delivered at the Option Closing Date by or on behalf of the parties hereto shall be delivered at such time and date at the offices of Pxxxxx Bxxxx LLP, 2000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Issuer. (e) The global certificates representing the Shares to be delivered to the Underwriter shall be made available to the Underwriter at the office of DTC or its custodian for inspection not later than 10:00 A.M., New York City time, on the business day next preceding the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representationsrepresentations and warranties herein contained and shall be subject to the terms and conditions herein set forth. (b) In addition, warranties, covenants on the basis of the representations and agreements warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and may grant, if so provided in the Company and the Selling Stockholders agree, severally and not jointly, to sell applicable Terms Agreement relating to the UnderwritersInitial Underwritten Securities, and an option to the Underwriters agreenamed in such Terms Agreement, severally and not jointly, to purchase up to the number of Option Securities set forth therein at the same price per Option Security as is applicable to the Initial Underwritten Securities less the amount of any distribution payable with respect to an Initial Underwritten Security but not payable with respect to an Option Security. Such option, if granted, will expire 30 days or such lesser number of days as may be specified in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days applicable Terms Agreement after the Expiration Date, the Selling Stockholders agree to sell Representation Date relating to the Underwriters all Initial Underwritten Securities, and may be exercised in whole or in part of up from time to 640,000 Option Shares at a purchase price of $5.00 per share time only for the sole purpose of covering over-allotments that which may be made in connection with the offering and distribution of the shares Initial Underwritten Securities upon notice by you to the Company setting forth the number of Common StockOption Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Securities. The Underwriters may Any such time and date of delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise their of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to purchase all or any portion of the Option Shares from Securities, each of the Company up to two timesUnderwriters, provided acting severally and not jointly, will purchase that proportion of the aggregate total number of Option Shares Securities then being purchased by which the Underwriters number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in the applicable Terms Agreement bears to the total number of Initial Underwritten Securities (except as otherwise provided in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall not exceed 640,000. Delivery make to eliminate any sales or purchases of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedfractional Initial Underwritten Securities. (c) Payment of the respective aggregate purchase prices of price for, and delivery of, the Excess Unsubscribed Shares Underwritten Securities to be purchased from by the Company and the Selling Stockholders Underwriters shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices office of Sidley Xxxxxx X. Xxxxx & Co. Incorporated at Xxxx LLP, 000 X. Xxxxxxxxx Xxxxxxx Xxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxxx Xxx Xxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters you and the Company, upon delivery at 10:00 A.M., New York City time, on the third or fourth business day (as permitted under Rule 15c6-1 under the 0000 Xxx) (unless postponed in accordance with the provisions of certificates (Section 9) specified in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares applicable Terms Agreement or at such other time as shall be made at agreed upon by you and the ClosingCompany (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Shares Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates forrepresenting, such Option Shares Securities, shall be made at the above above-mentioned office offices of Sidley Xxxxxx Xxxxx & Xxxx LLP, or at such other place as shall be agreed upon by the Underwriters you and the Company, Company on each Option Closing Date of Delivery as specified in the notice from the Underwriters you to the Company. Certificates Unless otherwise specified in the applicable Terms Agreement, payment shall be made by wire transfer in Federal (same day) funds to the Company upon delivery of certificates for the Excess Unsubscribed Shares and Underwritten Securities to you, through the Option Sharesfacilities of the Depository Trust Company, if anyapplicable, for the respective accounts of the Underwriters for the Underwritten Securities to be purchased by them against receipt therefor signed by you. The Underwritten Securities or, if applicable, the Depositary Receipts evidencing the Depositary Shares, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such authorized denominations and registered in such names as the Underwriters you may request in writing at least two one business days day prior to the applicable Closing Time or Date or the relevant Option Closing Dateof Delivery, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option SharesUnderwritten Securities, if anywhich may be in temporary form, shall will be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking examination and packaging not later than 9:30 a.m., New York City time, by you on or before the last first business day prior to the Closing Time or Date or the relevant Option Closing Dateof Delivery, as the case may be. (d) If authorized by the applicable Terms Agreement, the Underwriters named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts") substantially in the form of certificates representing Exhibit B hereto with such changes therein as the shares Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to you at Closing Time, for the respective accounts of Common Stock the Underwriters, a fee specified in the applicable Terms Agreement for each of the Underwritten Securities for which Delayed Delivery Contracts are made at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be sold pursuant with institutional investors of the types described in the Prospectus. At the Closing Time, the Company will enter into Delayed Delivery Contracts (for not less than the minimum number of Underwritten Securities per Delayed Delivery Contract specified in the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate number of Underwritten Securities in excess of that specified in the applicable Terms Agreement. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts. You shall submit to the exercise Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the RightsCompany will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the payment Company will advise you, at least two business days prior to the Closing Time, of the subscription price therefor to names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the Selling Stockholders shall number of Underwritten Securities to be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective covered by each such Delayed Delivery Contract. The number of whether or not any Excess Unsubscribed Shares are Underwritten Securities agreed to be purchased by the several Underwriters at such Closingpursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by you to the Company; provided, however, that the total number of Underwritten Securities to be purchased by all Underwriters shall be the total number of Underwritten Securities covered by the applicable Terms Agreement, less the number of Underwritten Securities covered by Delayed Delivery Contracts.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, Shareholders severally and not jointly, agree to issue and/or sell to the UnderwritersUnderwriters the number of Firm Shares set forth opposite their respective names on Schedule II at a purchase price of $ per share, and the Underwriters agree, severally and not jointly, to purchase in from the percentages Company and the Selling Shareholders, at such purchase price, the number of Firm Shares set forth in opposite such Underwriter’s name on Schedule B I hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) . In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriterscontained, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell but subject to the terms and conditions herein set forth, Mr. Xxxxxx Xxxxxx hereby grants to the several Underwriters the option to purchase, severally and not jointly, all or part a portion of up the Additional Shares as may be necessary to 640,000 Option Shares at a purchase price of $5.00 per share for the sole purpose of covering cover over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option Firm Shares, at the same purchase price per share to purchase all or any portion of the Option Shares from the Company up to two times, provided that the aggregate number of Option Shares purchased be paid by the Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from to the Company and the Selling Stockholders Shareholders for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company and Xx. Xxxxxx. Such notice shall set forth the aggregate number of Additional Shares, as to which the option is being exercised and the date and time when such Additional Shares are to be delivered (such date and time being herein referred to as an “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule I hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine necessary to eliminate fractional shares). (b) Payment of the purchase price for the Firm Shares shall be made by (i) to the Underwriters on the Closing Date Company by wire transfer in same same-day funds, payable to or upon the order funds against delivery of the certificates for the Firm Shares sold by the Company and to you through the Selling Stockholders at facilities of the offices Depository Trust Company (“DTC”) for the respective accounts of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and (ii) to the Company, upon Selling Shareholders by wire transfer in same-day funds against delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Firm Shares sold by each such Selling Shareholder to you. Such payment and delivery shall be made at the Closing. In addition9:00 A.M. (New York time) on August 16, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as 2005 (unless another time shall be agreed upon to by the Underwriters you and the CompanyCompany or unless postponed in accordance with the provisions of Section 11 hereof) (such time and date of payment and delivery being herein called the “Closing Date”). As used herein, the term “Business Day” means any day other than a day on each Option Closing Date as specified which banks are permitted or required to be closed in the notice from the Underwriters to the CompanyNew York, New York. Certificates for the Excess Unsubscribed Firm Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such name or names and in such authorized denominations as the Underwriters you may request in writing at least two business days (2) full Business Days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The Company will permit you to examine and package such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters delivery at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day least one (1) full Business Day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise . Payment of the Rights, and purchase price for the payment of the subscription price therefor to the Company and the Selling Stockholders Additional Shares shall be made on the Additional Closing Date in the same manner at the same office as the payment for the Firm Shares sold by Xx. Xxxxxx. Certificates for the Additional Shares shall be delivered to you in definitive form, registered in such names and in such denominations as you shall specify no later than the second business day preceding the Additional Closing on Date. For the purpose of expediting the checking and packaging of the certificates for the Additional Shares by you, Xx. Xxxxxx agrees to make such certificates available to you for such purpose at least one full business day preceding the Additional Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such ClosingDate.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof, at a price of $3.76 per share. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York City time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NASDAQ Global Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell hereby grants an option to the Underwriters, and the several Underwriters agree, severally and not jointly, to purchase in the percentages Option Shares at the price per share as set forth in Schedule B hereto, all of Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Excess Unsubscribed Shares Closing Date and (ii) at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants any time and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 time to time thereafter within 30 days after the Expiration Datedate of this Agreement, by you, as Representatives of the Selling Stockholders agree to sell several Underwriters, to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share for Company setting forth the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, provided that the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the Underwriters shall not exceed 640,000same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. Delivery The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Option Closing Date by wire transfer in Federal (same day funds) through the facilities of The Depository Trust Company in New York, payable New York drawn to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, and but subject to the terms and conditions herein set forth, the Company agrees hereby appoints you its sales agent and grants you the exclusive right to issue offer and sell the Company Shares during the Offering Period (as hereinafter defined) for the account and risk of the Selling Stockholders agreeCompany. You accept such appointment and agree to use your best efforts as sales agent, severally and not jointlyfollowing written or telegraphic receipt of notice of the effective date of the Registration Statement, to offer and sell to such number of Shares as contemplated by this Agreement at the Underwriters, and the Underwriters agree, severally and not jointly, to purchase price stated in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per shareProspectus. (b) In additionEach prospective purchaser of Shares will be required to complete, on execute, and deliver to the basis Company a subscription agreement in the form filed as an exhibit to the Registration Statement (the "Subscription Agreement"). Prior to or concurrently with the delivery to the Company of any Subscription Agreement by any purchaser, funds sufficient to purchase the Shares subscribed for shall be wired to an escrow account to be maintained pursuant to an escrow agreement among the Escrow Agent (as hereinafter defined), the Company, and the Underwriter in the form filed as an exhibit to the Registration Statement (the "Escrow Agreement"). You shall transmit any funds received from any purchaser directly to the Escrow Agent by noon of the representationsnext business day after your receipt of such checks. Except as provided in the first sentence of subparagraph (c) below, warrantiesthe Company shall not be entitled to reject, covenants and agreements herein contained and upon without the Underwriter's consent, any Subscription Agreement tendered to it prior to the Termination Date (as hereinafter defined) unless (i) the Subscription Agreement is not less than two business days' notice from the Underwriters, for a period of 20 days properly completed after the Expiration Date, Underwriter and the Selling Stockholders agree Company have given the subscriber an opportunity to sell to cure the Underwriters all defect or part of up to 640,000 Option Shares at a purchase price of $5.00 per share payment in full for the sole purpose of covering over-allotments that may be Shares subscribed for is not made in connection accordance with such Subscription Agreement or (ii) the subscriber submitting such Subscription Agreement is a resident of a jurisdiction in which the offering and distribution of the shares of Common Stockis not registered, qualified, or exempt from such registration or qualification. The Underwriters may exercise their option Company will forward to purchase all or any portion you copies of the Option Shares from each Subscription Agreement accepted by it within three business days of receipt by the Company up to two times, provided that the aggregate number of Option Shares purchased by the Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedsuch Subscription Agreement. (c) Payment All subscriptions for Shares will be conditioned upon the acceptance by the Company of Subscription Agreements at least 3,250,000 Shares (the "Minimum Subscriptions") on or prior to 30 days after the effectiveness of the respective aggregate purchase prices Registration Statement, which is the last date on which the offering of Shares may be made, except that such last offering date may be extended by the Underwriter, in its sole discretion, to a date not later than 60 days after the effective date of the Excess Unsubscribed Registration Statement (the last date on which the offering of Shares purchased from may be made is herein referred to as the "Termination Date" and the period during which the offering of Shares may be made is herein referred to as the "Offering Period"). If Minimum Subscriptions are not tendered to and accepted by the Company and the Selling Stockholders shall be made by the Underwriters on Termination Date, this Agreement shall, subject to the Closing Date provisions of Section 10 hereof, terminate. If at least the Minimum Subscriptions are tendered to and accepted by wire transfer in same day funds, payable to or upon the order of the Company and on or before the Selling Stockholders Termination Date, a closing will be held at the offices of Xxxxxx X. Xxxxx & Co. Incorporated the Underwriter at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place a mutually agreed date (not later than five business days after the Termination Date) and time as shall be agreed upon by soon as practicable after the Underwriters and the Company, upon delivery of certificates the last of such subscriptions (in form and substance satisfactory to the Underwriters"First Closing Date") representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be subject to each of the conditions precedent to closing provided for in such denominations this Agreement. The parties hereto may mutually agree to continue the Offering after the First Closing Date and registered in such names as the Underwriters may request in writing at least two business days prior to the Termination Date until up to 4,000,000 Shares are subscribed for. If additional subscriptions are tendered and accepted after the First Closing Date and prior to the Termination Date, one or more additional closings with respect to such subscriptions shall be held in accordance with the relevant Option terms of the Prospectus (each an "Additional Closing Date, as "). Each such additional closing will be held at the case may be. The certificates for offices of the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters Underwriter at such office or such other place as the Underwriters may designate for inspection, checking and packaging a mutually agreed date (not later than 9:30 a.m., New York City time, on five business days after the last business day prior Termination Date) and time and shall be subject to each of the Closing Date or conditions precedent to closing provided for in this Agreement. Each closing date provided for under this Agreement (including the relevant Option First Closing Date, as the case may be) shall constitute a "Closing Date." (d) Delivery On or prior to the applicable Closing Date, all cash payments of certificates representing purchasers received (unless and until returned to the shares purchasers pursuant hereto) will be placed in a segregated escrow account with United States Trust Company of Common Stock New York (the "Escrow Agent") for the purchasers' benefit. (e) The purchase price paid by any prospective purchaser whose subscription is rejected, or is returned because the conditions to closing were not satisfied, shall be returned to such prospective purchaser, without any deduction therefrom or interest thereon. (f) If, prior to the Termination Date, subscriptions for more than 4,000,000 Shares are received, the Underwriter, in its sole and absolute discretion, may allocate the Shares among the subscribers as to whom a closing has not already been held in such manner as it shall see fit. (g) As soon as practicable after each Closing Date, the Company shall deliver or cause to be sold pursuant delivered by mail to the exercise each purchaser of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing Shares on the such Closing Date pursuant to (i) a copy of an executed Subscription Agreement which indicates thereon the Rights Agent Agreementnumber of Shares such purchaser has purchased and (ii) a stock certificate representing such Shares, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at registered in such Closingpurchaser's name.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue sell to the Underwriters, and each of the Company and the Selling Stockholders agreeUnderwriters, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 ______ per share for share, the sole purpose number of covering over-allotments that may be made Firm Shares set forth opposite such Underwriter's name in connection with Schedule I hereto. (b) The Company and the offering and distribution of Selling Shareholder hereby grant to the shares of Common Stock. The Underwriters may exercise their an option to purchase all or any portion of the Option Shares from the Company up to two timespurchase, provided that the aggregate number of Option Shares purchased by the Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only solely for the purpose of covering over-allotments that in the sale of Firm Shares, all or any portion of the Option Shares, consisting of 100,000 shares by the Company and 50,000 shares by the Selling Shareholder, at the purchase price per share set forth above. The option granted hereby may be made exercised as to all or any part of the Option Shares at any time within 30 days after the date of the Final Prospectus. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by giving written notice to the Company and the Selling Shareholder setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the offering distribution and distribution sale of the shares Firm Shares. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than four full business days after the date of Common Stocksuch notice. No The date and time set forth in such notice is herein called the "Option Shares Closing Date." Upon exercise of the option, the Company and the Selling Shareholder shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by become obligated to sell to the Underwriters) , and, subject to the terms and conditions herein set forth, the Underwriters shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment become obligated to purchase, for the account of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased each Underwriter, from the Company and the Selling Stockholders Shareholder, severally and not jointly, the number of Option Shares specified in such notice. In the event the Underwriters elect to purchase less than the full amount of the Option Shares, the Underwriters shall purchase the first 50,000 Option Shares from the Selling Shareholder. (c) Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be made delivered by or on behalf of the Company to the Underwriters for the account of such Underwriters against payment by such Underwriters or on their behalf of the Closing Date purchase price therefor by wire transfer certified or official bank check or checks in same next day funds, payable funds to or upon the order of the Company and the Selling Stockholders Company, at the offices of Xxxxxx X. Xxxxx J. C. Xxxxxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xo., L.L.C. ("Bradford"), 330 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or xx at such other place as shall may be agreed upon by the Underwriters Bradford and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition10:00 A.M., in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City Nashville time, on the last third full business day prior to the Closing Date or the relevant Option Closing Dateafter this Agreement becomes effective, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.or,

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue sell to each Underwriter, and the Company and the Selling Stockholders agreeeach Underwriter, severally and not jointlyjointly agrees to purchase from the Company, at a price equal to sell $_________ per share (that being the initial public offering price per Share minus an underwriting discount to the UnderwritersUnderwriters of 9% per Share), and the Underwriters agree, severally and not jointly, to purchase in the percentages that number of Shares set forth in Schedule B heretoA opposite the name of such Underwriter, all subject to such adjustment as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional numbers of Shares which such Underwriter may become obligated to purchase pursuant to the Excess Unsubscribed Shares at a price provisions of $5.00 per shareSection 11 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements agreements, herein contained contained, but subject to the terms and upon not less than two business days' notice from conditions herein set forth, the Underwriters, for a period of 20 days after the Expiration Dateseverally and not jointly, the Selling Stockholders agree are hereby granted an option to sell to the Underwriters purchase all or any part of up to 640,000 the Option Shares at a purchase price of equal to $5.00 ________ per share (that being the initial public offering price per Share minus and underwriting discount to the Underwriters of 9% per Share). The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Regulations, and may be exercised in whole or in part from time to time (but not on more than two (2) occasions) only for the sole purpose of covering over-allotments that which may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option Shares upon notice by the Representatives to purchase all or any portion of the Option Shares from counsel for the Company up to two times(at the address for copies of notices as set forth in Section 13 below), provided that setting forth the aggregate number of Option Shares purchased as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representatives, but shall not be sooner than three (3) business days, nor later than five (5) business days, after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Representatives and the Company. Notwithstanding the foregoing, the Underwriters shall not exceed 640,000. Delivery purchase the first 30,000 Option Shares from Josexx Xxxxx, xx existing shareholder of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased Company, and Cayre, by signing this Agreement, hereby grants the Underwriters only for option to purchase such shares on the purpose of covering same terms as described above. Nothing herein contained shall obligate the Underwriters to exercise the over-allotments that may be made in connection with the offering and distribution of the shares of Common Stockallotment option described above. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices price for, and delivery of certificates for, the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx Hartxx, Xxxxxxx & Co. Incorporated Xmerx XXX ("Representative's Counsel") at 000 X. Xxxxxxxxx Xxxxxx700 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or Xxx Xxxx 00000 xx at such other place as shall be agreed upon by the Underwriters Representatives and the Company, upon . Such delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition10:00 a.m. (New York time) on _________, in the event that any or all of the Option Shares are purchased by the Underwriters1998, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place time and date as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.upon

Purchase, Sale and Delivery of the Shares. (a) a. On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to each of the Underwriters all or part Underwriters, and each of up the Underwriters, severally and not jointly, agrees to 640,000 Option Shares purchase at a purchase price of $5.00 ________ per share share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. b. The Company grants to the Underwriters an option to purchase, solely for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase Firm Shares, all or any portion of the Option Shares from at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters giving written notice to the Company up to two times, provided that setting forth the aggregate number of Option Shares to be purchased by and the Underwriters shall not exceed 640,000. Delivery date and time for delivery of and payment for such Option Shares and stating that the Option Shares shall referred to therein are to be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only used for the purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares Firm Shares. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of Common Stocksuch notice. No The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the number of Option Shares specified in such notice. Option Shares shall be delivered unless purchased for the Excess Unsubscribed accounts of the Underwriters in proportion to the number of Firm Shares (if any are purchased by set forth opposite such Underwriter's name in Schedule I hereto, except that the Underwriters) respective purchase obligations of each Underwriter shall be simultaneously delivered or adjusted so that no Underwriter shall theretofore have been delivered as herein providedbe obligated to purchase fractional Option Shares. (c) Payment of c. Certificates in definitive form for the respective aggregate Firm Shares which each Underwriter has agreed to purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders hereunder shall be made delivered by the Underwriters or on the Closing Date by wire transfer in same day funds, payable to or upon the order behalf of the Company and the Selling Stockholders to the Underwriters for the account of such Underwriters against payment by such Underwriters or on their behalf of the purchase price therefor by same day funds to the order of the 12 13 Company, at the offices of Tuckxx Xxxxxxx Incorporated ("Tuckxx Xxxxxxx"), One Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, XxxxxxxxxXxxxxx, Xxxxxxxxx Xxxxxxxxxxxxx 00000-0000, or xx at such other place as shall may be agreed upon by the Underwriters and Tuckxx Xxxxxxx xxx the Company, upon at 10:00 A.M., Boston time, on the third full business day after this Agreement becomes effective, such time of delivery of certificates (against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by or on behalf of the Underwriters, Company on the Option Closing Date against payment by such Underwriter or on its behalf of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Companymanner set forth above. Certificates The certificates in definitive form for the Excess Unsubscribed Shares and the Option Shares, if any, shall to be delivered will be in definitive, fully registered form, shall bear no restrictive legends good delivery form and shall be in such denominations and registered in such names as the Underwriters may Tuckxx Xxxxxxx xxx request in writing at least two business days not less than 48 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. The Such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall will be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m.at a location in New York, New York City timeas may be designated by the Underwriters, on the last business day at least 24 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. . It is understood that an Underwriter may (dbut shall not be obligated to) Delivery make payment on behalf of certificates representing any Underwriter or Underwriters for the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters at such Closingfrom any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Shares. (a) On The Company agrees to issue and sell the Firm Shares to the several Underwriters as provided in this Agreement, and each Underwriter agrees, on the basis of the representations, warranties, covenants warranties and agreements set forth herein contained, and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agreeagrees, severally and not jointly, to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price per share of $5.00 per share. 30.4006 (bthe “Purchase Price”) from the Company the respective number of Firm Shares set forth opposite such Underwriter’s name in Schedule I hereto. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties, covenants warranties and agreements set forth herein contained and upon subject to the conditions set forth herein, shall have the option to purchase, severally and not less than two business days' notice jointly, from the Underwriters, for a period of 20 days after Company the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 the Purchase Price less an amount per share for equal to any dividends or distributions declared by the sole purpose of covering over-allotments that may be made in connection with Company and payable on the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of Firm Shares but not payable on the Option Shares. If any Option Shares from are to be purchased, the Company up number of Option Shares to two times, provided that 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 Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option 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 exceed 640,000be 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). Delivery Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) Payment for the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable immediately available funds to or upon the order account specified by the Company to the Representatives in the case of the Company and the Selling Stockholders Firm Shares, at the offices of Xxxxxx X. Xxxxx Lxxxxx & Co. Incorporated Wxxxxxx LLP at 000 X. Xxxxxxxxx Xxxxxx10:00 A.M. New York City time on December 14, Xxxxxxxxx, Xxxxxxxxx 00000-00002020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as shall be agreed the Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Underwriters and Representatives in the Company, upon delivery written notice of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares ’ election to the Underwriterspurchase such Option Shares. Delivery The time and date of such payment for the Excess Unsubscribed Firm Shares shall be made at is referred to herein as the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for“Closing Date”, and delivery of certificates for, the time and date for such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates payment for the Excess Unsubscribed Shares and the Option Shares, if anyother than the Closing Date, is herein referred to as the “Option Closing Date”. Payment for the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and definitive form registered in such names and in such denominations as the Underwriters may Representatives shall request in writing at least not later than two full business days prior to the Closing Date or the relevant Option Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. The certificates for Delivery of the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to through the Underwriters at such office or such other place as facilities of The Depository Trust Company (“DTC”) unless the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may beRepresentatives shall otherwise instruct. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agreeShareholders, severally and not jointly, in the amount set forth on Schedule II hereto, agree to sell to the Underwritersseveral Underwriters __________ and ___________, Firm Shares, respectively, and each of the Underwriters agreeUnderwriters, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 ______ per share share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company hereby grants to the Underwriters an option to purchase, solely for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase Firm Shares, all or any portion of the Option Shares from at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date of the Final Prospectus. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by Bradford giving written notice to the Company up to two times, provided that setting forth the aggregate number of Option Shares to be purchased by and the Underwriters shall not exceed 640,000. Delivery date and time for delivery of and payment for such Option Shares and stating that the Option Shares shall referred to therein are to be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only used for the purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares Firm Shares. If such notice is given prior to the First Closing Date (as hereinafter defined), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than four full business days after the date of Common Stocksuch notice. No The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the number of Option Shares specified in such notice. Option Shares shall be delivered unless purchased for the Excess Unsubscribed accounts of the Underwriters in proportion to the number of Firm Shares (if any are purchased by set forth opposite such Underwriter's name in Schedule I hereto, except that the Underwriters) respective purchase obligations of each Underwriter shall be simultaneously delivered or adjusted so that no Underwriter shall theretofore have been delivered as herein providedbe obligated to purchase fractional Option Shares. (c) Payment Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the respective aggregate purchase prices Company to the Underwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date purchase price therefor by wire transfer in same day funds, payable of immediately available funds to or upon the order of the Company and the Selling Stockholders Company, at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at Bradford, 000 X. Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall may be agreed upon by Bradford and the Company, at 10:00 A.M., Nashville time, on the third full business day after this Agreement becomes effective, or, at the election of the Underwriters, on the fourth full business day after this Agreement becomes effective, if it becomes effective after 4:30 P.M. Eastern time, or at such other time not later than the seventh full business day thereafter as the Underwriters and the CompanyCompany may determine, upon such time of delivery of certificates (against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by the Underwriters, payment or on behalf of the purchase price for, and delivery of certificates for, such Option Shares shall be made at Company on the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified Date. The certificates in the notice from the Underwriters to the Company. Certificates definitive form for the Excess Unsubscribed Shares and the Option Shares, if any, shall to be delivered will be in definitive, fully registered form, shall bear no restrictive legends good delivery form and shall be in such denominations and registered in such names as the Underwriters may Xxxxxxxx xxx request in writing at least two business days not less than 48 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. The Such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall will be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m.at a location in New York, New York City timeas may be designated by Bradford, on the last business day at least 24 hours prior to the First Closing Date or the relevant Option Closing Date, as the case may be. . It is understood that Xxxxxxxx xxx (dbut shall not be obligated to) Delivery make payment on behalf of certificates representing any Underwriter or Underwriters for the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters at such Closingfrom any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriterseach Underwriter, and each Underwriter agrees, subject to the Underwriters agreeconditions hereinafter stated, severally and not jointly, to purchase in from the percentages set forth in Schedule B heretoCompany, all of the Excess Unsubscribed Shares at a price (the “Purchase Price”) of $5.00 84.5538 per shareShare, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustment in accordance with Section 9 hereof. (b) In addition, on subject to the basis of terms and conditions and reliance upon the representationsrepresentations and warranties herein set forth, warrantiesthe Company hereby grants to the several Underwriters the option (the “Option”) to purchase, covenants and agreements herein contained subject to the conditions hereinafter stated, the Underwriters shall have the right to purchase, severally and upon not less than two business days' notice jointly, from the UnderwritersCompany, for a period ratably in accordance with the number of 20 days after the Expiration DateFirm Shares to be purchased by each of them, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Additional Shares, at the Purchase Price. The Option Shares may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the Company up thirtieth day following the date of the Prospectus, by written notice to two times, provided that the Company. Such notice shall set forth the aggregate number of Option Additional Shares purchased by the Underwriters shall not exceed 640,000. Delivery of as to which the Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the “Additional Closing Date”); provided, however, that no Additional Closing Date shall be made concurrently with payment thereforearlier than the Closing Date (as defined below) nor earlier than the second business day after the date on which the Option shall have been exercised nor later than the tenth business day after the date on which the Option shall have been exercised. Option The number of Additional Shares may to be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares sold to each Underwriter shall be delivered unless the Excess Unsubscribed number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule I hereto bears to the total number of Firm Shares (if any are purchased by subject, in each case, to such adjustment as the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedRepresentatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 9 hereof. (c) Payment Delivery of and payment for the respective aggregate purchase prices of the Excess Unsubscribed Firm Shares purchased from the Company and the Selling Stockholders shall be made at 10:00 am, New York City time, on February 3, 2016, or at such time on such later date not more than three business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Firm Shares being herein called the “Closing Date”) at the offices of Xxxxx Xxxx & Xxxxxxxx LLP. Delivery of the Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters on through the Closing Date by wire transfer in same day funds, payable Representatives of the purchase price thereof to or upon the order of the Company and by wire transfer payable in same-day funds to an account specified by the Selling Stockholders at Company. Delivery of the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as Firm Shares shall be agreed upon by made through the Underwriters and facilities of The Depository Trust Company (“DTC”) unless the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the UnderwritersRepresentatives shall otherwise instruct. Delivery of and payment for the Excess Unsubscribed Additional Shares shall be made at on the Closing. In addition, Additional Closing Date in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place same manner as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Firm Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of certificates representing the shares of Common Stock to be sold pursuant an arm’s-length contractual counterparty to the exercise Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the Rightsoffering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the payment of the subscription price therefor Underwriters shall have no responsibility or liability to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased with respect thereto. Any review by the Underwriters at of the Company, the transactions contemplated hereby or other matters relating to such Closingtransactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, agreements and covenants and agreements herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue sell 1,254,000 Firm Shares and the Company and each of the Selling Stockholders agreeShareholders agrees to sell to each of the Underwriters the number of Firm Shares set forth opposite their names in Schedule II hereto, and each of the Underwriters, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 _____ per share share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely for the sole purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares of Common Stock. The Underwriters may exercise their option to purchase Firm Shares, all or any portion of the Option Shares from at the purchase price per share set forth above. The option granted hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date the Registration Statement becomes effective or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice or notice by telephone (confirmed in writing) to the Company up to two times, provided that setting forth the aggregate number of Option Shares to be purchased by and the Underwriters shall not exceed 640,000. Delivery date and time for delivery of and payment for such Option Shares and stating that the Option Shares shall referred to in such notice are to be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only used for the purpose of covering over-allotments that may be made in connection with the offering distribution and distribution sale of the shares Firm Shares. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of Common Stocksuch notice. No The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company the number of Option Shares specified in such notice. Option Shares shall be delivered unless purchased for the Excess Unsubscribed accounts of the Underwriters in proportion to the number of Firm Shares (if any are purchased by set forth opposite such Underwriter's name in Schedule I hereto, except that the Underwriters) respective purchase obligations of each Underwriter shall be simultaneously delivered or adjusted so that no Underwriter shall theretofore have been delivered as herein provided. (c) Payment of be obligated to purchase fractional Option Shares. To the respective aggregate purchase prices of extent, if any, that the Excess Unsubscribed option is exercised, payment for the Option Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Option Closing Date in same day funds by certified or bank cashier's check drawn to the order of, or by wire transfer in same day funds, payable to or upon the order account of the Company and the Selling Stockholders against delivery of certificates therefor at the offices of Xxxxxx X. Xxxxx J.C. Xxxxxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xo., 330 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as you and the Company shall agree upon. (c) Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be agreed upon delivered by or on behalf of the Company and the Selling Shareholders to the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any account of such Underwriter against payment by such Underwriter or all of the Option Shares are purchased by the Underwriters, payment on its behalf of the purchase price fortherefor, and delivery of certificates forby wire transfer or certified or official bank check payable in same day funds, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for order of the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date Company or the relevant Option Closing DateSelling Shareholders, as the case may be. The certificates for , at the Excess Unsubscribed Shares and the Option Sharesoffices of J. C. Xxxxxxxx & Xo., if any330 Xxxxxxxx Xxxxxx, shall be made available to the Underwriters Xxxxxxxxx, Xxxxxxxxx 00000, xx at such office or such other place as the Underwriters may designate for inspectionbe agreed upon by J.C. Xxxxxxxx & Xo., checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made Shareholders, at the Closing 10:00 A.M., Nashville time, on the Closing Date third (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) promulgated pursuant to the Rights Agent AgreementExchange Act, irrespective of whether after 4:30 P.M., Washington, D.C. time, the fourth) full business day after this Agreement becomes effective, or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closingother time not later than the seventh full business day thereafter as the Representatives, the Company and the Attorneys-in-Fact may determine, such time of delivery against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form for the Option Shares which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by or on behalf of the Company on the

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, warranties and covenants and agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, at a price of $28.74 per share, the Firm Shares. Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives through the facilities of The Depository Trust Company ("DTC"). Such payment and delivery are to be made at 10:00 a.m. New York time, on the third business day after the date of this Agreement or at such other time and date not later than three business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell hereby grants an option to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase in severally the percentages Option Shares at the price per share as set forth in Schedule B hereto, all the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Excess Unsubscribed Shares at a price of $5.00 per share. Closing Date and (bii) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the Underwriters, for a period of 20 only once thereafter within 30 days after the Expiration Datedate of this Agreement, by the Selling Stockholders agree to sell Representatives to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share for Company setting forth the sole purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two times, provided that the aggregate number of Option Shares purchased as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Underwriters Representatives but shall not exceed 640,000be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Delivery If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made concurrently with payment therefor. by Federal Funds wire transfer to an account designated by the Company for the Option Shares may to be purchased sold by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon against delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by through the Underwriters, facilities of DTC. Such payment of the purchase price for, and delivery of certificates for, such Option Shares shall are to be made at 10:00 a.m. New York time on the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the each Selling Stockholders agreeStockholder agrees, severally and not jointly, to sell to the Underwriters, each Underwriter and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase in the percentages set forth in Schedule B heretopurchase, all of the Excess Unsubscribed Shares at a purchase price of $5.00 [•] per share, that number of Firm Shares (rounded up or down, as determined by Bear Xxxxxxx in its discretion, in order to avoid fractions) obtained by multiplying the Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, by a fraction the numerator of which is the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto and the denominator of which is the total number of Firm Shares, together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Certificates accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed for the Shares to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Custodian. Each Selling Stockholder agrees that the Shares represented by the certificates held in custody for the Selling Stockholder under such Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Shares hereunder, certificates for such Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. (c) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made by the Company and the Custodian at the office of Pillsbury Winthrop LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000 (“Company Counsel”), or at such other place as shall be agreed upon by Bear Xxxxxxx and the Company, at 10:00 A.M., New York time, on the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Shares), or such other time not later than ten business days after such date as shall be agreed upon by Bear Xxxxxxx and the Company (such time and date of payment and delivery being herein called the “Closing Date”). (d) Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the order of the Custodian for the benefit of the Selling Stockholders in the case of [•] shares of Firm Shares, in each case upon delivery of certificates for the Firm Shares to Bear Xxxxxxx through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as Bear Xxxxxxx may request at least two business days before the Closing Date. The Company will permit Bear Xxxxxxx to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (e) In addition, on the basis of the representations, warranties, covenants and agreements herein contained contained, but subject to the terms and upon conditions herein set forth, each Additional Selling Stockholder, severally but not less than two business days' notice from jointly, hereby grants to the Underwriters, for a period of 20 days after the Expiration Dateacting severally not jointly, the option to purchase, at the purchase price per Share to be paid for the Firm Shares, the respective numbers of Additional Shares obtained by multiplying the number of Additional Shares specified in such notice by a fraction, the numerator of which is the number of Additional Shares set forth opposite the name of such Additional Selling Stockholder in Schedule I hereto and the denominator of which is the total number of Additional Shares (subject to adjustment by Bear Xxxxxxx to eliminate fractions); provided, that, in the event the overallotment option is exercised for an amount that is less than the total amount of Additional Shares that would have been purchased if the option were fully exercised, the Additional Shares shall be allocated among the Additional Selling Stockholders agree to sell to the Underwriters all or part of as follows: (i) first from Constant, up to 640,000 Option 300,000 Additional Shares, and (ii) the remaining Additional Shares, if any, from Silver Star Developments Limited (“Silver Star”). Such Additional Shares at a purchase price of $5.00 per share may only be purchased for the sole purpose of covering over-allotments that in the sale of Firm Shares by the Underwriters. This option may be made exercised at any time and from time to time, in connection whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice by Bear Xxxxxxx to the Company or such Selling Stockholder. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear Xxxxxxx, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the offering and distribution provisions of Section 10 hereof). Upon any exercise of the shares of Common Stock. The Underwriters may exercise their option as to purchase all or any portion of the Option Additional Shares, each Underwriter, acting severally and not jointly, will purchase that proportion of the total number of Additional Shares from then being purchased which the Company up number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number increased as set forth in Section 10 hereof) bears to two times, provided the total number of Firm Shares that the aggregate number of Option Shares Underwriters have agreed to purchased by the Underwriters hereunder, subject, however, to such adjustments to eliminate any fractional shares as Bear Xxxxxxx, in its sole discretion shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedmake. (cf) Payment of the respective aggregate purchase prices price for, and delivery of certificates representing, the Excess Unsubscribed Additional Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders Custodian at the offices office of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000Company Counsel, or at such other place as shall be agreed upon by the Underwriters Bear Xxxxxxx and the Company, upon delivery of certificates (in form and substance satisfactory to at 10:00 A.M., New York time, on the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In additionAdditional Closing Date, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place time as shall be agreed upon by the Underwriters Bear Xxxxxxx and the Company, on each Option Closing Date as specified . (g) Payment of the purchase price for the Additional Shares shall be made by wire transfer in the notice from the Underwriters same day funds to the CompanyCustodian for the benefit of the Additional Selling Stockholders upon delivery of certificates for the Additional Shares to Bear Xxxxxxx through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Excess Unsubscribed Additional Shares and the Option Shares, if any, shall be registered in definitive, fully registered form, shall bear no restrictive legends such name or names and shall be in such denominations and registered in such names as the Underwriters Bear Xxxxxxx may request in writing at least two business days prior to before the Closing Date or the relevant Option Additional Closing Date, as the case may be. The Company will permit Bear Xxxxxxx to examine and package such certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters delivery at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last least one full business day prior to the Closing Date or the relevant Option Additional Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants representations and agreements herein containedwarranties contained herein, and subject to the terms and conditions herein set forth, : (a) The Company hereby appoints the Company agrees Placement Agent as its exclusive agent in connection with the offer and sale of up to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell Shares pursuant to the Underwriters, and terms of the Underwriters agree, severally and not jointly, Memorandum. The Placement Agent has no obligation to purchase in the percentages set forth in Schedule B hereto, any or all of the Excess Unsubscribed Shares at a price of $5.00 per shareShares. (b) In addition, on The Shares will be offered at the basis Offering Price and upon the terms and conditions set forth in the Memorandum. The Placement Agent and the Company agree to use their best efforts to assure that any sale of Shares is made pursuant to the exemption from the registration requirements of the representationsAct provided by Section 4(2) thereof, warrantiesincluding, covenants and agreements herein contained and upon but not less than two business days' notice from the Underwriterslimited to, for a period Rule 506 of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 per share for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution Regulation D of the shares of Common Stock. The Underwriters may exercise their option to purchase all or any portion Act, and the requirements of the Option state securities laws and the respective rules and regulations thereunder in those jurisdictions in which the Shares from the Company up to two times, provided that the aggregate number of Option Shares purchased by the Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering are offered and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedsold. (c) Payment As compensation for acting as the exclusive agent of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery the Placement Agent will be entitled to receive a commission equal to eight percent (8%) of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed aggregate offering price of all Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, sold in the event that any or all of Offering (the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be"Placement Agent's Fee"). (d) Delivery Each prospective subscriber desiring to purchase Shares will be required to complete and execute an original of certificates representing the shares Subscription Agreement, in the form attached as Exhibit B to the Memorandum, which Subscription Agreement will be forwarded or delivered to [INSERT NAME OF BANK], as Escrow Agent, together with (i) the subscriber's check in the full amount of Common Stock the investor's subscription made payable to [INSERT NAME OF ESCROW ACCOUNT] for the number of Shares desired to be sold pursuant purchased; and (ii) an Investor's Questionnaire in the form included as an exhibit to the exercise Memorandum. The "Termination Date" will be the expiration date of the RightsOffering fixed in the Memorandum as the same may be extended as provided therein. Subscriptions for Shares must be received and accepted by the Company on or before such Termination Date. (e) All cash proceeds and subscription documents received from the offering of the Shares will be promptly forwarded by the Placement Agent to the Escrow Agent, with copies delivered to the Company. As promptly as practicable after receipt of subscription documents, the Company will decide whether or not to accept the Subscription Agreements of the subscribers named therein. If the Company elects not to accept a Subscription Agreement, it will notify the Placement Agent and the Escrow Agent and the subscription proceeds of such subscriber will be returned to him without interest or deduction. If the Company elects to accept a particular Subscription Agreement, it will evidence its acceptance thereof by signing same and forwarding copies to the Escrow Agent and the Placement Agent. Immediately thereafter, the Placement Agent and the Company shall jointly execute and deliver instructions to the Escrow Agent for payment of the Placement Agent's Commission to the Placement Agent and the payment of the remaining amount of such subscription price therefor to the Company and Company, all as more fully set forth in the Selling Stockholders shall be made at the Closing on the Closing Date pursuant Escrow Agreement which is an exhibit to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Memorandum. (f) The Shares are to will be purchased delivered against payment therefor from the funds received by the Underwriters at such ClosingCompany.

Purchase, Sale and Delivery of the Shares. (a) Agreements to Sell and Purchase. (i) On the basis of the representations, warranties, covenants warranties and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per share. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the UnderwritersCompany, for a period of 20 days after the Expiration Date, the Selling Stockholders agree to sell to the Underwriters all or part of up to 640,000 Option Shares at a purchase price of $5.00 20.445 per share (the “Purchase Price”), that number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. Payment for the sole purpose of covering over-allotments that may Firm Shares to be sold hereunder shall be made in connection with by wire transfer of immediately available funds against delivery of such Firm Shares for the offering and distribution respective accounts of the shares of Common Stockseveral Underwriters at 9:00 a.m., eastern standard time, on March 15, 2006, or at such other time on the same or such other date, as shall be designated by the Representative. The time and date of such payment are hereinafter referred to as the “First Closing Date.” (ii) Upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may exercise their option to purchase all or any portion less than all of the Option Overallotment Shares from at the Purchase Price. The Company agrees to issue and sell to the Underwriters up to two times, provided that the aggregate total number of Overallotment Shares specified herein. On each day, if any, that Overallotment Shares are to be purchased (each an “Option Shares purchased by the Underwriters shall not exceed 640,000. Delivery of the Option Closing Date”), such Overallotment Shares shall be made concurrently with payment therefor. Option purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares (subject to adjustment by the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments that may be overallotments made in connection with the offering and distribution sale of the shares of Common StockFirm Shares. No Option Overallotment Shares shall be sold or delivered unless the Excess Unsubscribed Firm Shares (if previously have been, or simultaneously are, sold and delivered. The right to purchase the Overallotment Shares or any are purchased portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedRepresentative to the Company. (cb) Payment Public Offering of the respective aggregate purchase prices Common Shares. The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable, subject to the requirements of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx X. Xxxxx & Co. Incorporated at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (in form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may beSecurities Act. (d) Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, and but subject to the terms and conditions herein set forth, the Company agrees hereby appoints you its sales agent and grants you the exclusive right to issue offer and sell the Company Shares during the Offering Period (as hereinafter defined) for the account and risk of the Selling Stockholders agreeCompany. You accept such appointment and agree to use your best efforts as sales agent, severally and not jointlyfollowing written or telegraphic receipt of notice of the effective date of the Registration Statement, to offer and sell to such number of Shares as contemplated by this Agreement at the Underwriters, and the Underwriters agree, severally and not jointly, to purchase price stated in the percentages set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $5.00 per shareProspectus. (b) In additionEach prospective purchaser of Shares will be required to complete, on execute, and deliver to the basis Company a subscription agreement in the form filed as an exhibit to the Registration Statement (the "Subscription Agreement"). Prior to or concurrently with the delivery to the Company of any Subscription Agreement by any purchaser, funds sufficient to purchase the representationsShares subscribed for shall be wired to an escrow account to be maintained pursuant to an escrow agreement among the Escrow Agent (as hereinafter defined), warrantiesthe Company, covenants and agreements herein contained and upon the Underwriter in the form filed as an exhibit to the Registration Statement (the "Escrow Agreement"). Except as provided in the first sentence of subparagraph (c) below, the Company shall not less than two business days' notice from be entitled to reject, without the UnderwritersUnderwriter's consent, for a period of 20 days any Subscription Agreement tendered to it prior to the Termination Date (as hereinafter defined) unless (i) the Subscription Agreement is not properly completed after the Expiration Date, Underwriter and the Selling Stockholders agree Company have given the subscriber an opportunity to sell to cure the Underwriters all defect or part of up to 640,000 Option Shares at a purchase price of $5.00 per share payment in full for the sole purpose of covering over-allotments that may be Shares subscribed for is not made in connection accordance with such Subscription Agreement or (ii) the subscriber submitting such Subscription Agreement is a resident of a jurisdiction in which the offering and distribution of the shares of Common Stockis not registered, qualified, or exempt from such registration or qualification. The Underwriters may exercise their option Company will forward to purchase all or any portion you copies of the Option Shares from each Subscription Agreement accepted by it within three business days of receipt by the Company up to two times, provided that the aggregate number of Option Shares purchased by the Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein providedsuch Subscription Agreement. (c) Payment All subscriptions for Shares will be conditioned upon the acceptance by the Company of Subscription Agreements for all of the respective aggregate purchase prices 3,250,000 Shares (the "Subscriptions") on or prior to 30 days after the effectiveness of the Excess Unsubscribed Registration Statement, which is the last date on which the offering of Shares purchased from may be made, except that such last offering date may be extended by the Underwriter, in its sole discretion, to a date not later than 60 days after the effective date of the Registration Statement (the last date on which the offering of Shares may be made is herein referred to as the "Termination Date" and the period during which the offering of Shares may be made is herein referred to as the "Offering Period"). If the Subscriptions are not tendered to and accepted by the Company and the Selling Stockholders shall be made by the Underwriters on Termination Date, this Agreement shall, subject to the Closing Date provisions of Section 10 hereof, terminate. If at least the Subscriptions are tendered to and accepted by wire transfer in same day funds, payable to or upon the order of the Company and on or before the Selling Stockholders Termination Date, a closing will be held at the offices of Xxxxxx X. Xxxxx & Co. Incorporated the Underwriter at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other place a mutually agreed date (not later than five business days after the Termination Date) and time as shall be agreed upon by soon as practicable after the Underwriters and the Company, upon delivery of certificates the last of such subscriptions (in form and substance satisfactory to the Underwriters"Closing Date") representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be subject to each of the conditions precedent to closing provided for in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may bethis Agreement. (d) Delivery On or prior to the Closing Date, all cash payments of certificates representing purchasers received (unless and until returned to the shares purchasers pursuant hereto) will be placed in a segregated escrow account with United States Trust Company of Common Stock New York (the "Escrow Agent") for the purchasers' benefit. (e) The purchase price paid by any prospective purchaser whose subscription is rejected, or is returned because the conditions to closing were not satisfied, shall be returned to such prospective purchaser, without any deduction therefrom or interest thereon. (f) If, prior to the Termination Date, subscriptions for more than 3,250,000 Shares are received, the Underwriter, in its sole and absolute discretion, may allocate the Shares among the subscribers as to whom a closing has not already been held in such manner as it shall see fit. (g) As soon as practicable after the Closing Date, the Company shall deliver or cause to be sold pursuant delivered by mail to the exercise each purchaser of the Rights, and the payment of the subscription price therefor to the Company and the Selling Stockholders shall be made at the Closing Shares on the such Closing Date pursuant to (i) a copy of an executed Subscription Agreement which indicates thereon the Rights Agent Agreementnumber of Shares such purchaser has purchased and (ii) a stock certificate representing such Shares, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at registered in such Closingpurchaser's name.