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 $_____ 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 Company agrees to sell to the Underwriters all or part of up to 310,000 Option Shares at a purchase price of $_____ 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 Class A Common Stock and/or Excess Unsubscribed Shares. 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 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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 Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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 Class A 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, warranties and covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Company public through the Underwriters and the Selling Stockholders agreeeach Underwriter agrees, 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 as agent of the Excess Unsubscribed Company, offer and sell the Shares for the Company on a best efforts basis, pursuant to this Agreement, at a price of $_____ 0.75 per share. (b) In additionSubject to the provisions of this Agreement, as compensation for the services rendered, 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 Closing Date, the Underwriters shall receive an amount equal to seven percent (7.0%) (the “Commission Rate”) of the aggregate gross proceeds received by the Company agrees for the sale of the Shares; provided, that the Commission Rate shall be reduced to sell four percent (4%) of the aggregate gross proceeds received by the Company for the sale of Shares to investors introduced to the Underwriters by the Company. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing Date. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all or part of up the compensation that the Underwriters shall be entitled to 310,000 Option Shares at a purchase price of $_____ per share for the sole purpose of covering over-allotments that may be made receive in connection with the offering and distribution of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. 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 transactions contemplated by the Underwriters shall not exceed 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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 providedthis Agreement. (c) Payment The Underwriters may retain other brokers or dealers (each, a “Subagent”) who are members in good standing of FINRA and duly registered as broker-dealers under the Exchange Act and under the laws of any states in which the offering is conducted (except where such registration is not required by law) to assist them and to act as subagents on their behalf in connection with the offering, and may enter into agreements with such Subagent for the offer and sale of the respective aggregate purchase prices Shares adopting such provisions of this Agreement for the benefit of the Excess Unsubscribed Shares purchased from Subagents as the Underwriters deem appropriate; provided, however, that the Company and the Selling Stockholders shall will only be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable obligated to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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 pay the Underwriters, payment in accordance with the terms of the purchase price forthis Agreement, 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 their services rendered hereunder and shall be in under no obligation to make any payment of any kind to any 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 beSubagent. (d) Delivery of certificates representing Payment for the shares of Class A Common Stock Shares to be sold pursuant hereunder is to be made in federal (same day) funds against delivery thereof to the exercise Representative for the several accounts of the Rights, Underwriters. Such payment 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 delivery are to be purchased made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on a date that is no later than seven business days after the date of this Agreement 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 NYSE American is open for trading and on which banks in New York are open for business and are not permitted by the Underwriters at such Closinglaw or executive order to be closed.

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, the Company agrees to issue and sell to each of the Company Underwriters, and each of the Selling Stockholders agreeUnderwriters agrees, severally and not jointly, to sell to purchase from the UnderwritersCompany, and at a purchase price per share of $9.50, the Underwriters agree severally and not jointly to purchase in the percentages number of Shares set forth opposite the name of such Underwriter in Schedule B I hereto, all of the Excess Unsubscribed Shares at a price of $_____ per share. (b) In addition, on It is understood that each Underwriter has authorized the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the UnderwritersRepresentative, for a period of 20 days after the Expiration Datesuch Underwriter’s account, the Company agrees to sell to the Underwriters all or part of up to 310,000 Option Shares at a purchase price of $_____ per share for the sole purpose of covering over-allotments that may be made in connection with the offering accept delivery of, receipt for, and distribution of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. 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 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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 Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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, the Shares which such Underwriter has agreed to purchase. Sterne Agee, individually and delivery not as representative of certificates forthe Underwriters, such Option may (but shall not be obligated to) make payment of the purchase price for the Shares shall to be made at the above mentioned office or at such other place as shall be agreed upon purchased by any Underwriter whose funds have not been received by Sterne Agee by the relevant Time of Delivery but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Upon the authorization by you of the release of the Shares, the several Underwriters propose to offer the Shares for sale upon the terms and the Company, on each Option Closing Date as specified conditions set forth in the notice from the Underwriters Prospectus. (d) The Shares to the Company. Certificates for the Excess Unsubscribed Shares and the Option Sharesbe purchased by each Underwriter hereunder, if any, shall be in definitive, fully registered 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 the Depository Trust Company (“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 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 Shares, if any9:30 a.m., shall be made available to the Underwriters at such office Eastern Time, on , 2014 or such other place time and date as the Representative and the Company may agree upon in writing. Such time and date for delivery of the Shares is herein called the “Time of Delivery.” (e) The documents to be delivered at the 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 may designate for inspectionpursuant to Section 5(j) hereof, checking will be delivered at the offices of Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.C., (the “Closing Location”), and packaging not later than 9:30 a.m.the Shares will be delivered at the Designated Office, New York City timeall at such Time of Delivery. A meeting will be held at the Closing Location at p.m., Eastern Time, on the last business day prior to New York Business Day next preceding such Time of Delivery, at which meeting the Closing Date or final drafts of the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Class A 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 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 to issue Placement Agent as its exclusive agent in connection with the offer and the Company and the Selling Stockholders agree, severally and not jointly, to sell sale of 1,000,000 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 $_____ 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 but not limited to, Rule 504 thereunder, 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 Company agrees to sell to the Underwriters all or part of up to 310,000 Option Shares at a purchase price of $_____ per share for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution requirements of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. The Underwriters may exercise their option to purchase all or any portion of state securities laws and the Option 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 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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 providedsold. (c) Payment As compensation for acting as the exclusive agent of the respective aggregate purchase prices Company, the Placement Agent will be entitled to receive (i) a commission equal to ten percent (10%) of the Excess Unsubscribed aggregate offering price of all Shares purchased sold in the Offering (the "Placement Agent's Fee"); and (ii) a non-accountable expense allowance equal to three percent (3%) of the aggregate offering price of all Shares sold in the Offering, of which $25,000 has been paid by the Company to the Placement Agent as an advance. The Placement Agent shall have the obligation to satisfy the requirements set forth by the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") as to the amount of compensation allowable or payable to the Placement Agent by the Company. On the Closing Date, the Company will have received from the Placement Agent's counsel, Broad and Xxxxxx, a signed opinion, reasonably satisfactory to the Company and the Selling Stockholders shall be made Company's counsel, that the Placement agent has satisfied the requirements set forth by the Underwriters on rules and regulations of the Closing Date by wire transfer in same day funds, NASD as to the amount of compensation allowable or payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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, Placement Agent 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 beOffering. (d) Delivery Each prospective subscriber desiring to purchase Shares will be required to complete and execute an original of certificates representing the Subscription Agreement, in the form attached as Exhibit A to the Memorandum, which Subscription Agreement will be forwarded or delivered to SouthTrust Bank, N.A., the escrow agent ("Escrow Agent") for the Offering, together with (i) the subscriber's check in the full amount of the investor's subscription made payable to Peregrine Industries, Inc. Escrow Account for the number of Shares desired to be purchased; and (ii) the Purchaser's Questionnaire in the form included as an exhibit to the Memorandum. All proceeds received by the Company from subscribers for the Shares offered hereby will be deposited in an interest bearing escrow account with the Escrow Agent. If all 1,000,000 Shares offered hereby have not been subscribed for by the expiration of the Offering Period, all proceeds theretofore received from subscribers will be refunded in full, with interest. If all 1,000,000 Shares are subscribed for prior to the expiration of the Offering Period, a closing (the "Closing Date") will be held at the offices of the Placement Agent as soon as practicable thereafter and the funds held in the escrow account will be turned over to the Company. (e) 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 subscription proceeds of such subscriber will be returned to him without interest or deduction. (f) On the Closing Date, the Shares will be delivered against payment therefor from the funds received by the Company. (g) On the Closing Date, the Company shall remit to the Placement Agent the Placement Agent's Fee which it is entitled and the balance due, if any, on the non-accountable expense allowance as hereinbefore described in sub-paragraph 3(c) hereof. (h) The purchasers of the Shares shall have "piggy-back" and demand registration rights with respect to the Shares. The terms of the registration rights are more specifically described in the Memorandum. (i) On the Closing Date, the Company will sell to the Placement Agent the Placement Agent Warrants, for an aggregate price of $100, evidencing the Placement Agent's right to purchase 100,000 shares at an exercise price of $1.00 per share. The Placement Agent Warrants will be in the form attached hereto as Exhibit A. The Placement Agent Warrants shall be non-exercisable and non-transferrable (other than to officers, consultants, partners or directors of the Placement Agent) for a period of 12 months following the Closing Date. The Placement Agent Warrants shall be exercisable, in whole or in part, commencing 12 months from the Closing Date and for a period of four years thereafter (the "Term"). If the Placement Agent Warrants are not exercised during the Term, they shall, by their terms, automatically expire. The Placement Agent Warrants shall contain customary anti-dilutive provisions relating to any recapitalization, stock split, stock dividend or similar event involving the Company. The Placement Agent Warrants shall also contain provisions providing for demand and "piggyback" registration rights with respect to the Placement Agent Warrants and the shares of Class A Common Stock to be sold pursuant to the exercise of the Rightsunderlying such warrants, and the payment of the subscription price therefor to the Company and the Selling Stockholders, shall not 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 Closingredeemable.

Purchase, Sale and Delivery of the Shares. (a) 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 each of the Underwriters, Purchasers and each of the Underwriters agree Purchasers 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 $_____ 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 Company agrees to sell to the Underwriters all or part of up to 310,000 Option Shares at a purchase price of $_____ 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 Class A Common Stock and/or Excess Unsubscribed Shares. 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 provided for in Section 1(b) and Section 1(c) below (collectively, the "Shares"), which will be sold at separate closings (each, a "Closing"). At each Closing: (x) the Shares purchased will be delivered by the Underwriters shall not exceed 310,000. Delivery Company to the Purchasers against payment of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased purchase price therefor 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 Class A Common Stock and/or the Excess Unsubscribed 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, funds payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx Smith, Stratton, Wise, Xxxxx & Xxxxxxx, LLP, 000 Xxxxxxx IncorporatedXxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx Xxxxxx00000 or such other location as may be mutually acceptable; and (y) the Company shall issue and deliver to each Purchaser: (i) a stock certificate, Xxxxxxregistered in the name of such Purchaser and free of all restrictive legends, Xxxxxxxxxxxxx 00000representing the number of Shares (or, for Purchasers who provide the necessary account information to the Company, the Company shall issue and deliver such Shares in a balance account with The Depository Trust Company through its Deposit Withdrawal Agent Commission System), and (ii) the legal opinion of the Company's outside counsel in the form of Exhibit C. At or prior to each Closing the Company shall deliver to each Purchaser a prospectus supplement with respect to each of the Registration Statements, as applicable, reflecting the sale of the Shares (including Shares that may be issued at the Additional Closing (each a "Supplement", and together the "Supplements"). The initial closing under this Agreement (the "Initial Closing") shall take place at 10:00 a.m. Eastern Daylight Time on or about October 17, 2003, and an additional closing (the "Additional Closing") shall take place seven (7) Business Days (as defined below) after the Period End Date (as defined below), or at such other place times and dates as shall be agreed upon by the Underwriters each Purchaser and the CompanyCompany mutually determine, upon delivery each of certificates (in form such times and substance satisfactory dates being herein referred to as the Underwriters) representing "Closing Date." Notwithstanding the Excess Unsubscribed Shares to foregoing, the Underwriters. Delivery and payment for the Excess Unsubscribed Shares Additional Closing 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 foroccur if, and delivery of certificates foronly if, 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 one Purchaser has delivered a notice (an "Additional 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. (dNotice") Delivery of certificates representing the shares of Class A 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 prior to the Rights Agent Agreement, irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.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 terms and conditions herein set forth, the Company agrees to issue and hereby appoints the Underwriters as agents of the Company to use their “best efforts” to assist the Company in finding subscribers for the Offering, and the Selling Stockholders agreeeach Underwriter agrees, 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 as agent of the Excess Unsubscribed Company, to offer and sell the Shares for the Company pursuant to this Agreement at a price of $_____ 0.575 per share. (b) In additionSubject to the provisions of this Agreement, as compensation for the services rendered, 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 Closing Date, the Underwriters shall receive an amount equal to seven percent (7.0%) (the “Commission Rate”) of the aggregate gross proceeds received by the Company agrees for the sale of the Shares; provided, that the Commission Rate shall be reduced to sell four percent (4%) of the aggregate gross proceeds received by the Company for the sale of Shares to investors introduced to the Underwriters by the Company. The Underwriters shall allocate such fees as they mutually agree and such allocation shall be provided to the Company at or prior to the Closing Date. The Underwriters agree that the foregoing compensation, together with any expense reimbursements payable hereunder, constitutes all or part of up the compensation that the Underwriters shall be entitled to 310,000 Option Shares at a purchase price of $_____ per share for the sole purpose of covering over-allotments that may be made receive in connection with the offering and distribution of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. 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 transactions contemplated by the Underwriters shall not exceed 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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 providedthis Agreement. (c) Payment The Underwriters may retain other brokers or dealers (each, a “Subagent”) who are members in good standing of FINRA and duly registered as broker-dealers under the Exchange Act and under the laws of any states in which the offering is conducted (except where such registration is not required by law) to assist them and to act as subagents on their behalf in connection with the offering, and may enter into agreements with such Subagent for the offer and sale of the respective aggregate purchase prices Shares adopting such provisions of this Agreement for the benefit of the Excess Unsubscribed Shares purchased from Subagents as the Underwriters deem appropriate; provided, however, that the Company and the Selling Stockholders shall will only be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable obligated to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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 pay the Underwriters, payment in accordance with the terms of the purchase price forthis Agreement, 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 their services rendered hereunder and shall be in under no obligation to make any payment of any kind to any 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 beSubagent. (d) Delivery of certificates representing Payment for the shares of Class A Common Stock Shares to be sold pursuant hereunder is to be made in federal (same day) funds against delivery thereof to the exercise Representative for the several accounts of the Rights, Underwriters. Such payment 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 delivery are to be purchased made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on a date that is no later than seven business days after the date of this Agreement 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 NYSE American is open for trading and on which banks in New York are open for business and are not permitted by the Underwriters at such Closinglaw or executive order to be closed.

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants representations and agreements warranties herein contained, contained and subject to the terms and conditions herein set forth: (A) The Company hereby appoints Representative as its exclusive agent, to solicit purchase of the Securities, and Representative agrees to use its best efforts to obtain such purchase to the extent consistent with the requirements of Sections 4(2) and 4(6) of the Act, Regulation D, and applicable requirements of the securities laws of any state in which the sale of the Shares is being made. It is understood that no sale shall be regarded as effective unless and until accepted by the Company, and that the Company agrees reserves the right to issue and refuse to sell the Shares to any person; provided, however, acceptance of a subscription by the Company shall not be unreasonably withheld. It shall be the obligation of the Company to determine, prior to acceptance of a subscription, that the prospective investor is an accredited investor. The Company shall be entitled to rely on the representations as to the status of a prospective investor contained in the subscription documents. Representative will solicit the exercise of 1,145 of Company’s warrants as contemplated by this agreement exercisable at $2.00 per share. Said shares are also to be determined as “kicker warrants.” (B) Representative shall observe the following procedures with respect to the offering: (i) Prior to delivery of the PPM to any prospective investor, Representative shall deliver a copy of a Non-Disclosure Agreement provided by the Company and shall receive an executed copy of the Selling Stockholders agree, severally and not jointly, to sell Non-Disclosure Agreement from the prospective investor. Representative shall deliver the original copy of the executed Non-Disclosure Agreement 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 $_____ per shareCompany. (bii) In addition, on the basis If a prospective investor to whom a copy of the representationsPPM has been provided decides not to participate in the Offering, warranties, covenants and agreements herein contained and upon not less than two business days' notice from Representative shall use its best-efforts to recover the Underwriters, for a period of 20 days after the Expiration Date, the Company agrees to sell to the Underwriters all or part of up to 310,000 Option Shares at a purchase price of $_____ per share for the sole purpose of covering over-allotments that may be made in connection with the offering and distribution copy of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. The Underwriters may exercise their option PPM delivered 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 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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 providedsuch prospective investor. (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 Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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 Class A 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 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 $_____ per share. (bi) 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 Company agrees to sell to the Underwriters all or part of up and the Underwriters, severally and not jointly, agree to 310,000 Option Shares purchase from the Company, at a purchase price per share of $_____ per share for ___, the sole purpose number of covering over-allotments that may be made in connection with Firm Shares set forth opposite the offering and distribution respective names of the shares Underwriters in Column 1 of Class A Common Stock and/or Excess Unsubscribed Shares. The Underwriters may exercise their option to purchase all or any portion of the Option Shares from the Company up to two timesSchedule I hereto, provided -------- that the aggregate number of Option Shares purchased by the Underwriters shall not exceed 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed Shares. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwritersii) 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 Shareholders, severally and not jointly, agree to sell to 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 Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the several Underwriters and the CompanyUnderwriters, upon delivery of certificates (in form severally and substance satisfactory not jointly, agree to purchase from the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made Selling Shareholders, 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 same 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 per share as specified in clause (i) hereof, the notice from number of Firm Shares set forth opposite the respective names of the Underwriters in Column (2) of Schedule I hereto, plus (in either case) any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the Companyprovisions of Section 9 hereof. Certificates for the Excess Unsubscribed The number of Firm Shares and the Option Shares, if any, to be sold by each Selling Shareholder to each Underwriter 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 number which bears the same proportion to the Closing Date or the relevant Option Closing Datetotal number of Firm Shares to be sold by such Selling Shareholder, as specified in Column (1) of Schedule II hereto, as the case may be. The certificates for number of Firm Shares set forth opposite the Excess Unsubscribed Shares and the Option Shares, if any, shall be made available to the Underwriters at name of such office Underwriter in Column (2) of Schedule I (or such other place number increased as the Underwriters may designate for inspectionset forth in Section 9 hereof) bears to 2,000,000, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior subject to the Closing Date or the relevant Option Closing Date, such adjustments to eliminate any fractional shares as the case may beyou in your sole discretion shall make. (d) Delivery of certificates representing the shares of Class A 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 Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Company Underwriters, and each of the Selling Stockholders agreeUnderwriters agrees, severally and not jointly, to sell to purchase from the UnderwritersCompany, and at a purchase price per share of $9.45, the Underwriters agree severally and not jointly to purchase in the percentages number of Shares set forth opposite the name of such Underwriter in Schedule B I hereto, all of the Excess Unsubscribed Shares at a price of $_____ per share. (b) In addition, on It is understood that each Underwriter has authorized the basis of the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from the UnderwritersRepresentative, for a period of 20 days after the Expiration Datesuch Underwriter’s account, the Company agrees to sell to the Underwriters all or part of up to 310,000 Option Shares at a purchase price of $_____ per share for the sole purpose of covering over-allotments that may be made in connection with the offering accept delivery of, receipt for, and distribution of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. 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 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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 Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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, the Shares which such Underwriter has agreed to purchase. Sandler X’Xxxxx, individually and delivery not as representative of certificates forthe Underwriters, such Option may (but shall not be obligated to) make payment of the purchase price for the Shares shall to be made at the above mentioned office or at such other place as shall be agreed upon purchased by any Underwriter whose funds have not been received by Sandler X’Xxxxx by the relevant Time of Delivery but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Upon the authorization by you of the release of the Shares, the several Underwriters propose to offer the Shares for sale upon the terms and the Company, on each Option Closing Date as specified conditions set forth in the notice from the Underwriters Prospectus. (d) The Shares to the Company. Certificates for the Excess Unsubscribed Shares and the Option Sharesbe purchased by each Underwriter hereunder, if any, shall be in definitive, fully registered 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 the Depository Trust Company (“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 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 Shares, if any9:30 a.m., shall be made available to the Underwriters at such office Eastern Time, on _______, 201_ or such other place time and date as the Representative and the Company may agree upon in writing. Such time and date for delivery of the Shares is herein called the “Time of Delivery.” (e) The documents to be delivered at the 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 may designate for inspectionpursuant to Section 5(j) hereof, checking will be delivered at the offices of Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP (the “Closing Location”), and packaging not later than 9:30 a.m.the Shares will be delivered at the Designated Office, New York City timeall at such Time of Delivery. A meeting will be held at the Closing Location at _____ p.m., Eastern Time, on the last business day prior to New York Business Day next preceding such Time of Delivery, at which meeting the Closing Date or final drafts of the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Class A 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 the Company and the Selling Stockholders agree, severally and not jointly, to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree severally and not jointly to purchase from the Company on the Closing Date (as defined below), 45,648 Shares of Series B Stock as follows: (i) MMF agrees to purchase 7,100 Shares of Series B Stock in exchange for tendering the Promissory Note in the percentages set forth principal amount of $710,000 plus accrued interest issued by the Company in Schedule favor of MMF on June 16, 2005; (ii) MMF III agrees to purchase 25,148 Shares of Series B heretoStock in exchange for tendering the Promissory Note in the principal amount of $350,000 plus accrued interest issued by the Company in favor of MMF III on June 16, 2005 and for the cancellation of all indebtedness of the Excess Unsubscribed Company to MMF III pursuant to the "Loans", as such term is defined in that certain First Amendment to Loan and Security Agreements dated January 25, 2006, among the Company, M-Wave DBS, an Illinois corporation and MMF III; and (iii) Monarch agrees to purchase 13,400 Shares at a price of Series B Stock in exchange for tendering the Promissory Note in the principal amount of $_____ per share1,340,000 plus accrued interest issued by the Company in favor of Monarch on June 16, 2005. (b) In additionEffective as of the Closing, all warrants previously issued by the Company to any of the Purchasers or to MAG shall be amended such that the Warrant Price (as defined in the warrants) for each such warrant shall be $0.65 per share. Promptly upon delivery of any such warrants by any Purchaser or MAG to the Company, the Company shall issue a replacement warrant that shall reflect such amended Warrant Price. (c) One or more certificates in definitive form for the Shares that the Purchasers have agreed to purchase, shall be delivered by or on behalf of the Company, against delivery by or on behalf of each of the Purchasers, of the securities to be tendered pursuant to Sections 3(a) and 3(b) above, each of the Purchasers, MAG and the Company shall deliver the Registration Rights Agreement, duly executed by such party, and each of MMF III and the Company shall deliver such instruments as the other may reasonably request to effect and to evidence the cancellation of the indebtedness under the Loans pursuant to Section 3(a)(ii) above. Such delivery of and payment for the Shares shall be made at the offices of M.A.G., LLC, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at not later than 5:00 p.m. (Los Angeles Time) on March 1, 2006 (the "Closing"), or at such date as the Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." On the Closing Date, the Company shall deliver by wire transfer of immediately available funds to the account or accounts designated by MAG, the aggregate amount of interest accrued through the Closing Date on the Promissory Notes and Loans described in Sections 3(a)(i), (ii) and (iii) above. (d) On the basis of the representations, warranties, agreements and covenants and agreements herein contained and upon not less than two business days' notice from subject to the Underwriters, for a period of 20 days after the Expiration Dateterms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters all or part Subsequent Purchasers (as defined below), and the Subsequent Purchasers agree to purchase from the Company on March 15, 2006 (the "Second Closing Date"), an aggregate of up to 310,000 Option 19,000 Shares at a of Series B Stock for an aggregate purchase price of $_____ per share for 1,900,000 (the sole purpose of covering over-allotments "Second Purchase Price"); provided, however, that may be made in connection with the offering and distribution Subsequent Purchasers shall have no obligation to consummate the transactions contemplated to occur on the Second Closing Date unless all of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. The Underwriters may exercise their option to purchase all or any portion following conditions have been met as of the Option Shares Second Closing Date: (i) no Event of Default shall have occurred and remain uncured, (ii) there shall have been no breach by the Company of any covenant under this Agreement, (iii) the Subsequent Purchasers shall have received certificates, dated as of the Second Closing Date and signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect of Sections 5(a) and 5(b) hereof, (iv) the Company shall be current in all of its public filings, (v) the Subsequent Purchasers shall have received an opinion from the Company up Company's counsel with respect to two times, provided -------- that the aggregate number of Option Shares purchased by the Underwriters shall not exceed 310,000. Delivery authorization of the Option Shares securities to be issued to the Subsequent Purchasers and other customary matters, and (vi) the Company shall not, after the date of this Agreement but prior to the Second Closing Date, have consummated or entered into any agreement to effect a transaction that would 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 regarded as a liquidation, dissolution or winding up of the shares of Class A Common Stock and/or the Excess Unsubscribed 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 affairs of the Company and under the Selling Stockholders at Certificate of Designations. The term "Subsequent Purchasers," means, with respect to a given Second Closing Date, the offices of Xxxxxx Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Purchaser or at such other place as shall be agreed upon Purchasers designated 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 MAG in writing at least two business days prior to the Closing Date or the relevant Option Second 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 Class A 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 Subject to the terms and conditions herein set forth, the Company agrees hereby appoints the Underwriters as its exclusive agents for a period of 45 days (which period may be extended up to issue 15 days by written agreement between the Representative and the Company and Company) commencing on the Selling Stockholders agree, severally and not jointly, effective date under the Act of the Registration Statement (the "Effective Date") for the purpose of offering the Shares as provided in this Agreement on a "best efforts basis," with at least 750,000 Shares required to be sold if any are sold. The Underwriters agree to use their best efforts to sell to the Shares as the Company's agent. It is understood and agreed that there is no firm commitment on the Underwriters, and the Underwriters agree severally and not jointly ' part to purchase in the percentages set forth in Schedule B hereto, all any of the Excess Unsubscribed Shares. The Underwriters will offer on behalf of the Company, the Shares hereunder at a price of $_____ 5.50 per share. . The Underwriters will be entitled to a commission of 8% on each Share sold by the Underwriters on behalf of the Company, such commission payable by the Company on the Closing Date from the funds deposited in the special bank escrow account described in paragraph (b) In additionhereof. The Underwriters may, on the basis in their discretion, offer a part of the representationsShares to dealers who are members of the NASD, warranties, covenants and agreements herein contained and upon not less than two business days' notice from selected by the Underwriters, for at such price less a period of 20 days after the Expiration Date, the Company agrees concession not to sell to the Underwriters all or part of up to 310,000 Option Shares at a purchase price of exceed $______ per share and the Underwriters may form and manage a selling group of such selected dealers. (b) All funds received from subscribers of Shares will be deposited by the Underwriters in a special noninterest bearing escrow account (or, if invested, such investment will only be made in permissible investments under SEC Rule 15c2-4) to be maintained by the Underwriters for the sole purpose account of covering over-allotments that may the Company at Bank One Texas, N.A., Dallas, Texas. All funds, represented by check or otherwise, shall be made payable to "Rushmore Financial Group, Inc. Escrow Account." On the Closing Date, the Representative will distribute the funds then deposited in such special bank escrow account, as their interests may appear, to the Company, selected dealers and to the Underwriters. In the event this Agreement is terminated prior to the Closing Date for any reason whatsoever, the Underwriters shall promptly refund to the subscribers of the Shares all funds which have been received from them by the Underwriters without interest. All costs, expenses and charges incurred in connection with the special bank escrow account shall be paid by the Company. (c) It is understood and agreed that if at least 750,000 Shares are not sold by the Underwriters pursuant to this Agreement during the offering, this Agreement shall terminate and all funds deposited in the special bank escrow account described in paragraph (b) hereof shall be promptly refunded in full to the subscribers without interest or deduction. In such event neither party hereto shall have any liability to the other hereunder except that the Company shall pay to the Underwriters their non-accountable expense reimbursement in connection with the offering and distribution of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. 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 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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$75,000.00. (cd) Payment Closing 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 offering will take place at the offices of Glast, Xxxxxxxx and Xxxxxx Xxxxxxx Incorporatedat 9:00 a.m., Xxx Xxxxxx XxxxxxCentral Time, Xxxxxx, Xxxxxxxxxxxxx 00000on the earlier of (i) five days from the date on which all of the Shares have been sold, or at such other place as shall (ii) 45 days from the Effective Date (which date may be agreed upon extended up to 15 days from the Effective Date by written Agreement between the Underwriters and the Company), upon delivery of certificates (in form and substance satisfactory to said date being herein called 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. Date." Certificates for the Excess Unsubscribed Shares registered in such a manner 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 will be made available delivered to the Underwriters at such office or such other place as so that the Underwriters may designate examine and package such certificates for inspection, checking and packaging not delivery no later than 9:30 a.m., New York City time, on the last ten full business day prior to days after the Closing Date or the relevant Option Closing Date, as the case may be. (d) Delivery of certificates representing the shares of Class A 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, (A) the Company agrees to issue sell to each Underwriter, and the Company 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 set forth in Schedule B hereto, all of the Excess Unsubscribed Shares at a price of $_____ 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 Company agrees to sell to the Underwriters all or part of up to 310,000 Option Shares at a purchase price of $___________ per share Share, the number of Firm Shares set forth opposite the name of such Underwriter in Column (1) of Schedule I hereto and (B) each Selling Stockholder, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from such Selling Stockholder at the same purchase price per Share, the number of Firm Shares equal to the number of Firm Shares set forth, opposite the name of such Underwriter in Column (2) of Schedule I, multiplied by the number of Firm Shares set forth, opposite the name of such Selling Stockholder in Column (1) of Schedule II and divided by the total number of Firm Shares to be sold by all Selling Stockholders, in each case subject to such adjustments to eliminate any fractional shares as the Representative[s], in their sole discretion, shall make. Certificates in negotiable form (endorsed in blank or accompanied by stock powers in blank, with signatures appropriately guaranteed, and any funds necessary for the sole purpose purchase of covering over-allotments that may be made in connection with the offering and distribution of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. 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 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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 stock transfer in same day funds, payable to or upon the order of the Company and the Selling Stockholders at the offices of Xxxxxx Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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 Underwritersstamps) 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 Class A Common Stock to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to the Company and by the Selling Stockholders, shall be made at the Closing on the Closing Date pursuant to the Rights Agent have been placed in custody under a Custody Agreement, irrespective and each Selling Stockholder has duly executed and delivered a Power of whether or not any Excess Unsubscribed Shares are to be purchased by the Underwriters at such Closing.Attorney appointing [_______________________] and

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants warranties and agreements set forth herein contained, and subject to the terms conditions set forth herein, with respect to the Borrowed Underwritten Shares, each of the Forward Sellers, severally and conditions herein set forthnot jointly, the Company agrees to issue sell to the several Underwriters the number of Borrowed Underwritten Shares set forth opposite such Forward Seller’s name on Schedule B hereto, and each of the Company and the Selling Stockholders agreeUnderwriters agrees, severally and not jointly, to sell to purchase from the Underwriters, and Forward Sellers the Underwriters agree severally and not jointly to purchase in the percentages respective number of Shares set forth opposite such Underwriter’s name in Schedule B A hereto, all of the Excess Unsubscribed Shares at a price per share (the “Purchase Price”) of $_____ per share. (b) 83.277. In addition, on the basis of the representations, warranties, covenants warranties and agreements set forth herein contained and upon not less than two business days' notice from subject to the Underwritersconditions set forth herein, for a period of 20 days after the Expiration Datewith respect to any Company Top-Up Underwritten Shares, the Company agrees to sell sell, at the Purchase Price, to the several Underwriters all or part the aggregate number of up Company Top-Up Underwritten Shares to 310,000 Option be sold by the Company pursuant to Section 10 hereof, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company a number of Company Top-Up Underwritten Shares at a purchase price that bears the same ratio to the aggregate number of $_____ per share Company Top-Up Underwritten Shares to be sold by the Company pursuant to Section 10 hereof as the number set forth opposite the name of such Underwriter in Schedule A hereto bears to the aggregate number of Underwritten Shares being offered pursuant hereto. b) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwriters shall have the option, solely for the sole purpose of covering over-allotments that may be overallotments made in connection with the offering and distribution of the shares of Class A Common Stock and/or Excess Unsubscribed Underwritten Shares, to purchase pursuant to clause (i) or clause (ii) below, as applicable, severally and not jointly, the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the relevant Option Shares (assuming, for such determination, that such Option Shares were Company Option Shares) (the “Option Purchase Price”). The Underwriters may exercise their the option to purchase all Option Shares at any time in whole, or any portion from time to time in part, on or before the thirtieth day following the date of the Option Shares Prospectus, by written notice from the Company up Representatives to two times, provided -------- that 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 be earlier than the Closing Date or later than the fifth 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 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. Following delivery of an option exercise notice: (i) The Company may, in its sole discretion, within one business day after such notice is given, execute and deliver to (x) the JPM Forward Seller an additional letter agreement between the Company and the JPM Forward Purchaser (the “JPM Additional Forward Sale Agreement”) and (y) the Barclays Forward Seller an additional letter agreement between the Company and the Barclays Forward Purchaser (the “Barclays Additional Forward Sale Agreement” and, together with the JPM Additional Forward Sale Agreement, the “Additional Forward Sale Agreements”), in each case, substantially in the form attached hereto as Exhibit D, providing for the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Additional Forward Sale Agreements), of a number of shares of Common Stock that bears the same ratio to the aggregate number of Option Shares being purchased by the Underwriters shall not exceed 310,000. Delivery from the Forward Sellers pursuant to the exercise of such option as the number set forth opposite the name of the Forward Seller related to such Forward Purchaser in Schedule B hereto bears to the aggregate number of Borrowed Underwritten Shares being offered pursuant hereto, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Upon the Company’s execution and delivery to a Forward Seller of an Additional Forward Sale Agreement, the related Forward Purchaser shall promptly execute and deliver such Additional Forward Sale Agreement to the Company, and upon such execution and delivery to the Company, on the basis of the representations, warranties and agreements contained herein, and subject to the conditions stated herein, each Forward Seller (or, in the case of any Company Top-Up Option Shares, the Company), severally and not jointly, hereby agrees to sell to the several Underwriters a number of Option Shares shall be made concurrently with payment therefor. equal to the number of shares of Common Stock underlying the Additional Forward Sale Agreements of the Forward Purchaser related to such Forward Seller at the applicable Option Purchase Price. (ii) If the Company does not timely execute and deliver one or both Additional Forward Sale Agreements pursuant to clause (i) above, then on the basis of the representations, warranties and agreements contained in this Agreement, and subject to the terms and conditions stated herein, the Company hereby agrees to sell to the several Underwriters the aggregate number of Option Shares may be underlying the Additional Forward Sale Agreement(s) that were not so executed and delivered at the applicable Option Purchase Price. On each Additional Closing Date, if any, each Underwriter agrees, severally and not jointly, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to purchase from the Company or the Forward Sellers, as applicable, at the applicable Option Purchase Price, the number of Option Shares that bears the same ratio to the aggregate number of Option Shares being purchased on such Additional Closing Date as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule A hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Shares being purchased by the Underwriters only for several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the purpose of covering over-allotments that may be made Representatives in connection with the offering and distribution their sole discretion shall make. c) If (i) any of the shares representations and warranties of Class A Common Stock and/or the Excess Unsubscribed Shares. No Option Shares shall be Company contained in Section 1 hereof or any certificate delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered Company pursuant hereto are not true and correct 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 as if made as of the Closing Date, (ii) the Company and has not performed all of the Selling Stockholders at obligations required to be performed by it under this Agreement on or prior to the offices Closing Date, (iii) any of Xxxxxx Xxxxxxx Incorporatedthe conditions set forth in Section 5 hereof have not been satisfied on or prior to the Closing Date, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000(iv) this Agreement shall have been terminated pursuant to Section 12 hereof on or prior to the Closing Date, or at such other place (v) the Company has not delivered to a Forward Purchaser an opinion of counsel with respect to matters set forth in Section 3(a) of the 2002 ISDA Master Agreement, as shall be agreed upon published by the Underwriters International Swaps and Derivatives Association, Inc. (the Company“2002 ISDA Master Agreement”), upon delivery of certificates (in form and substance satisfactory on or prior to the UnderwritersClosing Date (clauses (i) representing through (v), together, the Excess Unsubscribed Shares “Conditions”), the relevant Forward Seller, individually, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters. Delivery and payment for Underwriters the Excess Unsubscribed Borrowed Underwritten Shares shall be made at the Closingdeliverable by such Forward Seller hereunder. In addition, in the event that (x) a Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Underwritten Shares underlying the relevant Forward Sale Agreement, or (y) the related Forward Purchaser determines in good faith, in such Forward Purchaser’s commercially reasonable judgment, that it is either impracticable to do so or that the related Forward Seller would incur a stock loan fee, excluding the federal funds rate component payable by the relevant stock lender to such Forward Seller (the “Stock Loan Fee”) of more than a rate equal to 200 basis points per annum to do so, then, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters on the Closing Date the aggregate number of shares of Common Stock that such Forward Seller is able to so borrow at or below such Stock Loan Fee. d) If the Company has entered into an Additional Forward Sale Agreement with a Forward Purchaser pursuant to Section 2(b)(i) hereof, and (i) any of the representations and warranties of the Company contained in Section 1 hereof or any certificate delivered pursuant hereto are not true and correct in all material respects as of the relevant Additional Closing Date, (ii) the Company has not performed all of the additional obligations required to be performed by it under this Agreement on or prior to the relevant Additional Closing Date, (iii) any of the conditions set forth in Section 5 hereof have not been satisfied on or prior to the relevant Additional Closing Date, (iv) this Agreement shall have been terminated pursuant to Section 12 hereof on or prior to the relevant Additional Closing Date, or (v) the Company has not delivered to such Forward Purchaser an opinion of counsel with respect to matters set forth in Section 3(a) of the 2002 ISDA Master Agreement, on or prior to the relevant Additional Closing Date (clauses (i) through (v), together, the “Additional Conditions”), then the relevant Forward Seller, individually, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters on the relevant Additional Closing Date the Borrowed Option Shares are purchased deliverable by such Forward Seller hereunder. In addition, in the Underwritersevent that (x) a Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Option Shares underlying the relevant Additional Forward Sale Agreement, payment or (y) the related Forward Purchaser determines in good faith, in such Forward Purchaser’s commercially reasonable judgment, that it is either impracticable to do so or that the related Forward Seller would incur a Stock Loan Fee of the purchase price formore than a rate equal to 200 basis points per annum to do so, and delivery of certificates forthen, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters on the relevant Additional Closing Date the aggregate number of shares of Common Stock that such Forward Seller is able to so borrow at or below such Stock Loan Fee. e) If (i) a Forward Seller elects, pursuant to Section 2(c) hereof, not to borrow and deliver for sale to the Underwriters on the Closing Date the total number of Borrowed Underwritten Shares set forth opposite its name in Schedule B hereto, or (ii) the Forward Purchaser related to such Forward Seller has entered into an Additional Forward Sale Agreement with the Company pursuant to Section 2(b)(i) hereof and such Forward Seller elects, pursuant to Section 2(d) hereof, not to borrow and deliver for sale to the Underwriters on the relevant Additional Closing Date the total number of Borrowed Option Shares shall be made at underlying such Additional Forward Sale Agreement for such Additional Closing Date, such Forward Seller will use its commercially reasonable efforts to notify the above mentioned office or at Company of such other place as shall be agreed upon by the Underwriters and the Companyelection no later than 5:00 p.m., New York City time, 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 day prior to the Closing Date or the relevant Option such Additional Closing Date, as the case may be. f) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. g) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified to the Representatives by each Forward Seller (with respect to the Borrowed Shares) or the Company (with respect to any Company Shares) in connection with a closing at the offices of O’Melveny & Xxxxx LLP at 10:00 A.M., New York City time, on June 12, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives, the Forward Sellers and the Company may agree upon in writing or, in the case of any Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for any Option Shares, if other than the Closing Date, is herein referred to as an “Additional Closing Date.” h) Payment for the Shares to be purchased on the Closing Date or any Additional 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 or the relevant Additional Closing Date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company (with respect to any Company Shares). Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Excess Unsubscribed Company Shares and to be issued by the Option SharesCompany on the Closing Date or the relevant Additional Closing Date, if anyas the case may be, shall will be made available to the Underwriters at such office or such other place as the Underwriters may designate for inspection, checking inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 9:30 a.m.1:00 P.M., New York City time, on the last 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 Class A 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 warranties and agreements herein contained, and subject to the terms and conditions herein set forthforth herein, (a) the Company agrees to issue sell to the several Underwriters, and each of the Company and the Selling Stockholders agreeUnderwriters agrees, severally and not jointly, to sell to purchase from the Underwriters, and Company the Underwriters agree severally and not jointly to purchase in the percentages number of Firm Shares set forth opposite the name of such Underwriter in Schedule B hereto, all of the Excess Unsubscribed Shares I hereto at a purchase price of $_____ 37.83 per share. share and (b) In addition, on in the basis of event and to the representations, warranties, covenants and agreements herein contained and upon not less than two business days' notice from extent that the Underwriters, for a period of 20 days after Underwriters shall exercise the Expiration Dateelection to purchase Optional Shares as provided below, the Company agrees to sell to the several Underwriters, and each of the Underwriters all or part of up agrees, severally and not jointly, to 310,000 Option Shares purchase from the Company, at a the purchase price of $_____ per share for the sole purpose of covering over-allotments set forth in this Section 3, that may be made in connection with the offering and distribution of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. 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 Optional Shares purchased by the Underwriters as to which such election shall not exceed 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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 exercised (to be adjusted so as herein provided. (cto eliminate fractional shares) Payment determined by multiplying such number of Optional Shares by a fraction, the respective aggregate numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase prices as set forth opposite the name of the Excess Unsubscribed Shares purchased from the Company such Underwriter in Schedule I hereto and the Selling Stockholders shall be made by denominator of which is the Underwriters on the Closing Date by wire transfer in same day funds, payable to or upon the order maximum number of the Company and the Selling Stockholders at the offices of Xxxxxx Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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 Optional Securities that any or all of the Option Underwriters are entitled to purchase hereunder. The Company will deliver the Firm Shares are purchased to or as instructed by the Underwriters, Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives 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 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. Federal (d) Delivery of certificates representing the shares of Class A 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.same

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 sell to the several Underwriters the Company Shares and each of the Selling Stockholders agreeselling Stockholder Shares agrees, severally and not jointly, to sell to the Underwritersseveral Underwriters the number of Stockholder Shares set forth opposite the name of such Selling Stockholder on Schedule III attached hereto, and the Underwriters agree each Underwriter, severally and not jointly jointly, agrees to purchase in from the percentages set forth in Schedule B hereto, all Company and each of the Excess Unsubscribed Shares Selling Stockholders, at a the price per share of $_____ per share. ___, the aggregate number of Company Shares or Stockholder Shares, as the case may be (bto be adjusted by the Representatives to avoid fractional shares), determined by multiplying the aggregate number of Firm Shares to be sold by the Company and each of such Selling Stockholders, as set forth opposite their respective names in Schedule III hereto, by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters hereunder, plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. In the event and to the extent that the Underwriters shall exercise the election to purchase Additional Shares as provided in paragraph 3(c) 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 Datebelow, the Company agrees to sell to each of the Underwriters, and each of the Underwriters all agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth above in this Section 3(a), that number of Additional Shares as determined in accordance with paragraph 3(c) below, plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Consummation of the purchase of the Firm Shares by the Underwriters shall be made at the offices of Xxxxxx and Xxxxx, LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx, or part such other location as may be mutually acceptable to the Representatives, the Attorneys-in-Fact and the Company; provided, however, that delivery of the certificate, evidencing the Firm Shares shall be made through The Depository Trust Company ("DTC") at its offices in New York, New York. Such delivery and payment shall be made at 10:00 a.m., New York 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 initial public offering price of the Shares), or such other time not later than 15 business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the "CLOSING DATE"). Payment shall be made to the Company and the custodian for the Selling Stockholders by certified or official bank checks or wire transfers of federal funds or similar same day funds payable to the order of the Company and the custodian for the Selling Stockholders, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. Certificates for the Shares shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two full business days prior to the Closing Date. The Company and the Selling Stockholders will permit the Representatives to examine and package such certificates for delivery at DTC at least one full business day prior to the Closing Date. (c) In addition, the Company, as and to the extent indicated on Schedule III attached hereto, hereby grants to the several Underwriters an option to purchase up to 310,000 Option Shares at a purchase price of $_________ per share Additional Shares at the same purchase price to be paid by the several Underwriters to the Company and the Selling Stockholders for the Company Shares and the Stockholder Shares as set forth in Section 3(a), for the sole purpose of covering over-allotments that in the sale of Firm Shares by the several Underwriters. This option may be made exercised on one occasion only, in connection with whole or in part, at any time on or before the offering and distribution thirtieth (30th) calendar day following the date of the shares of Class A Common Stock and/or Excess Unsubscribed SharesProspectus, by written notice by the Representatives to the Company. 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 the Underwriters Representatives, when the certificates relating to 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 exceed 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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 earlier than the Closing Date by wire transfer or earlier than the second (2nd) full business day after the date on which the option shall have been exercised nor later than the eighth (8th) full business day after the date on which the option shall have been exercised, unless such time and date are postponed in same day funds, payable to or upon accordance with the order provisions of the Company and the Selling Stockholders at the offices of Xxxxxx Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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 CompanySection 10 hereof. Certificates for the Excess Unsubscribed Additional 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 Representatives may request in writing at least two full business days prior to the Closing Date or the relevant Option Additional Closing Date, as the case may be. The Company will permit the Representatives 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 DTC at least one full business day prior to the Closing Date or the relevant Option Additional Closing Date. If the option is exercised in full, as the case may be. (d) Delivery number of certificates representing the shares of Class A Common Stock Additional Shares to be sold pursuant to the exercise of the Rights, and the payment of the subscription price therefor to by the Company and the Selling Stockholders, shall be made at as is set forth opposite its names on Schedule III attached hereto. In the Closing on event that the Closing Date pursuant option is exercised in part, the number of Additional Shares to be sold by the Rights Agent AgreementCompany shall be adjusted downward accordingly. The number of Additional Shares to be purchased from the Company by each Underwriter (as adjusted by the Representatives to eliminate fractional shares) shall be determined by multiplying the aggregate number of Additional Shares to be sold by the Company by a fraction, irrespective the numerator of whether or not any Excess Unsubscribed which is the number of Firm Shares are to be purchased by such Underwriter pursuant to Schedule I and the denominator of which is the maximum number of Firm Shares which all of the Underwriters are entitled to purchase pursuant to Schedule I. The number of Additional Shares to be purchased by each Underwriter if the option is exercised in full is set forth opposite the name of such Underwriter on Schedule I attached hereto. Payment for the Additional Shares shall be made by certified or official bank check, or wiring of federal funds or similar same day funds, payable to the order of the Company at the offices of Xxxxxx and Xxxxx, LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx, or such Closingother location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representatives for the respective accounts of the Underwriters.

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, the Company agrees to issue and the Company and the (a) each Selling Stockholders agreeStockholder agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agree agrees, severally and not jointly jointly, to purchase in from the percentages Selling Stockholders, at a purchase price per share of $36.67, the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by each Selling Stockholder, as set forth opposite their respective names on Schedule I(b), by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule B hereto, I(a) hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Excess Unsubscribed Underwriters from the Selling Stockholders hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each Selling Stockholder, severally and not jointly, agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholders, at the per share purchase price set forth above, 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 price fraction the numerator of $_____ per sharewhich 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 I(a) hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. (b) In additionEach Selling Stockholder, on the basis of the representationsseverally and not jointly, 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 Company agrees to sell hereby grants to the Underwriters all or part of the right to purchase at their election up to 310,000 Option the number of Optional Shares forth opposite their respective names on Schedule I(b), at a the per share purchase price of $_____ per share set forth in clause (a) above, for the sole purpose of covering over-allotments that may be made sales of shares in connection with the offering and distribution excess of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. 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 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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 Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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 Class A 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.of

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, the Company agrees to issue and the Company and the (a) each Selling Stockholders agreeStockholder agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agree agrees, severally and not jointly jointly, to purchase in from the percentages set forth in Schedule B heretoSelling Stockholders, all of the Excess Unsubscribed Shares at a purchase price per share of $._____ , the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by each Selling Stockholder, as set forth opposite their respective names on Schedule I(b), by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I(a) hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Selling Stockholders hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each Selling Stockholder, severally and not jointly, agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholders, at the per shareshare purchase price set forth above, 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 I(a) hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. (b) In additionEach Selling Stockholder, on the basis of the representationsseverally and not jointly, 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 Company agrees to sell hereby grants to the Underwriters all or part of the right to purchase at their election up to 310,000 Option the number of Optional Shares forth opposite their respective names on Schedule I(b), at a the per share purchase price of $_____ per share set forth in clause (a) above, for the sole purpose of covering over-allotments that may be made sales of shares in connection with the offering and distribution excess of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. 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 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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 Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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 Class A 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.of

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representationscovenants, warranties, covenants representations and agreements warranties herein contained, contained and subject to the terms and conditions herein set forth: A. The Corporation hereby engages the Underwriter as its nonexclusive agent to solicit subscriptions for the Shares in accordance with the terms of the Registration Statement, the Company agrees to issue Prospectus and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwritersthis agreement, and the Underwriters agree severally and Underwriter agrees to use its best efforts to procure such subscriptions. The foregoing notwithstanding, the Underwriter shall not jointly be required to purchase in the percentages set forth in Schedule B hereto, all sell any specific number of the Excess Unsubscribed Shares at a price of $_____ per share. (b) In addition, on and the basis of the representations, warranties, covenants and agreements herein contained and upon Underwriter does not less than two business days' notice from the Underwriters, for a period of 20 days after the Expiration Date, the Company agrees guaranty that it will be able to sell to the Underwriters all or part of up to 310,000 Option Shares at a purchase price of $_____ 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 Class A Common Stock and/or Excess Unsubscribed Shares. The Underwriters may exercise their option to purchase all or any portion of the Option Shares. B. The Corporation may engage other persons to sell the Shares from in the Company up Offering, including but not limited to two timesits own employees, provided -------- that as well as to retain the aggregate number services of Option other broker-dealers. The Corporation agrees to provide the Underwriter with the names of other persons whom it has engaged to sell the Shares, the identity of other subscribers for the Shares purchased by and information regarding the Underwriters shall not exceed 310,000. Delivery amount of the Option Shares shall be made concurrently with payment therefor. Option Shares subscriptions obtained from such persons. C. The Underwriter may be purchased by form a group of securities dealers ("Selected Placement Agents"), including the Underwriters only Underwriter, to procure subscribers for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Class A Common Stock and/or the Excess Unsubscribed Shares. No Option Any agreement between the Underwriter and a securities broker-dealer pursuant to which such broker-dealer becomes a Selected Placement Agent shall require such broker-dealer to represent and warrant that it will conduct the solicitation of subscriptions in the manner set forth herein. The allocation of Shares shall be delivered unless among 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 Underwriter and the Selling Stockholders Selected Placement Agents shall be made by the Underwriters on Underwriter. D. In consideration of the Closing Date Underwriter's performance of its obligations hereunder, the Corporation agrees that the Underwriter shall receive selling commissions in an amount equal to 10% of the aggregate purchase price for the Shares received from subscribers introduced to the Corporation by wire transfer the Underwriter (or any Selected Placement Agent). A subscriber will be deemed introduced by the Underwriter if the Underwriter (or any Selected Placement Agent) was the first person to contact that subscriber to solicit that subscriber to purchase the Shares. Commissions payable in same day funds, payable connection with the sale of the Shares will be disbursed to or the Underwriter upon the order acceptance by the Corporation of subscriptions for those sales. The Underwriter shall pay to each of the Company and the Selling Stockholders at the offices of Xxxxxx Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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 SharesSelected Placement Agents, if any, such amount at such times and upon such terms and conditions as shall have been agreed upon between the Underwriter and such Selected Placement Agent, that portion of the aggregate commissions to which such Selected Placement Agent is entitled. The Corporation also agrees to pay to the Underwriter a non-accountable expense allowance equal to 1.5% of the aggregate purchase price for the Shares received from subscribers introduced to the Corporation by the Underwriter (or any Selected Placement Agent). The Underwriter may reallow all or any part of such expense allowance to any other Selected Placement Agent. E. Each subscriber for the Shares must tender payment in full for the Shares subscribed for ("Subscription Payment"). The Underwriter shall deliver Subscription Payments (less the amount of the commission payable to the Underwriter) received by the Underwriter to the Corporation by 12:00 noon on the business day following such receipt by the Underwriter, together with a schedule setting forth the amount of each such Subscription Payment and the name, mailing address and state of residence of the subscriber. Concurrently with the Underwriter's delivery of each Subscription Payment to the Corporation, the Underwriter shall forward to the Corporation executed originals of all related subscription documents, retaining copies of all such subscription documents for the Underwriter's records. F. Within five business days following receipt by it of each Subscription Payment, the Corporation shall determine whether to accept or reject that subscription. If the Corporation elects to reject a subscription, the related Subscription Payment shall promptly be returned without interest to the Underwriter, who shall in turn return the full amount of the rejected subscription to the subscriber. If the Corporation does not elect to reject a subscription within that period, that subscription 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 bedeemed accepted. (d) Delivery of certificates representing the shares of Class A 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. (aA) On the basis of the representations, warranties, covenants and agreements herein contained, of the Company contained in this Agreement 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 $_____ 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 Datethis Agreement, the Company agrees to sell to the several Underwriters, and each of the Underwriters all or part of up agrees, severally and not jointly, to 310,000 Option Shares purchase from the Company, at a purchase price of $______ per share for Share ("PURCHASE PRICE"), the sole purpose respective number of covering Firm Shares set forth opposite the name of such Underwriter on Schedule I to this Agreement (subject to adjustment as provided in Section 8 of this Agreement). (B) On the basis of the several (and not joint) representations, warranties, covenants and agreements of the Underwriters contained in this Agreement and subject to the terms and conditions set forth in this Agreement, the Company and the Selling Stockholders grant an option to the several Underwriters to purchase from the Company all or a portion of the respective number of Option Shares set forth opposite the name of such Underwriter on Schedule I to this Agreement (subject to adjustment as provided in Section 8 of this Agreement) and to purchase from each Selling Stockholder all or a portion (on a pro rata basis) of the respective number of Option Shares set forth opposite the name of such Underwriter on Schedule I to this Agreement (subject to adjustment as provided in Section 8 of this Agreement) at the Purchase Price. This option may be exercised only to cover over-allotments that in the sale of the Firm Shares by the Underwriters and may be made exercised in connection with whole or in part at any time (but not more than once) on or before the offering and distribution 45th day after the date of the shares of Class A Common Stock and/or Excess Unsubscribed Shares. The Underwriters may exercise their option Prospectus upon written, telecopied or telegraphic notice by the Representatives to purchase all or any portion of the Option Shares from the Company up to two times, provided -------- that setting forth the aggregate number of Option Shares purchased by as to which the several Underwriters shall not exceed 310,000are exercising the option and the settlement date. Delivery of If the option to purchase the Option Shares is exercised, the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased severally, and not jointly, 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 Class A Common Stock and/or the Excess Unsubscribed 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 Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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 additioneach Underwriter, in the event same proportion that any or all the number of Firm Shares set forth opposite the name 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 Underwriter in the notice from the Underwriters Schedule I to this Agreement bears to the Company. Certificates for the Excess Unsubscribed total number of 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 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 Class A 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 under Section 2(a) above, subject to such Closing.adjustments as the Representatives in its absolute discretion shall make to eliminate any fractional Shares. Delivery of Option Shares, and payment therefor, shall be made as provided in Section 2(c), Section 2(d) and Section 2(e) below. If the option to purchase the Option Shares is exercised, certificates in negotiable form for the Option Shares to be sold by the Selling Stockholders hereunder will be placed in custody, for delivery under this Agreement, under Custody Agreements made with _____________, as custodian ("CUSTODIAN"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders 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

Purchase, Sale and Delivery of the Shares. (a) On the basis of the representations, warranties, covenants and agreements of the Company and the Selling Stockholders herein contained, and but subject to the terms and conditions herein set forth, (i) the Company agrees to issue sell to the Underwriters and the Company and the Selling Stockholders agreeUnderwriters, severally and not jointly, agree to purchase from the Company, 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 Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, and (ii) each Selling Stockholder agrees to sell to the Underwriters, and the Underwriters agree Underwriters, severally and not jointly jointly, agree to purchase in the percentages set forth in Schedule B heretofrom Selling Stockholders, all of the Excess Unsubscribed Shares at a purchase price per share of $[_____ per share], the number of Firm Shares set forth opposite the respective names of such Selling Stockholders on SCHEDULE II hereto, to be allocated among the Underwriters pro rata in accordance with the allocation of Firm Shares set forth on SCHEDULE I, subject, however, to such adjustment as needed to eliminate fractional shares. (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 Company agrees to sell to the Underwriters all or part of up to 310,000 Option Shares at a purchase price of $_____ 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 Class A Common Stock and/or Excess Unsubscribed Shares. 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 310,000. 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 Class A Common Stock and/or the Excess Unsubscribed 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 Xxxxxxx Incorporated, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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 or of Bear, Steaxxx & Xo. Inc., 245 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 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 Class A 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