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

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit to be paid by the Underwriters shall be $ . The initial public offering price of the Units shall be $ . Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite the Underwriters’ ' names in Schedule 1 hereto. The purchase price per Unit to be paid by the Underwriters shall be $ $5.40. The initial public offering price of the Units shall be $ $6.00. Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the RepresentativesSchneider Securities, or at such other place in DenverInc., 1120 Xxxxxxx Street, Suite 900, Dxxxxx, Xxxxxxxx 00000, xx xx xxxx xxxxx xxxxx xx Xxxver, Colorado as the Representatives Representative shall determine and advise the Company by at least two full days’ ' notice in writing, upon delivery of the Units to the RepresentativesRepresentative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth third business day following the time of the initial public offering, as defined in Section 10(a)) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth (4th) business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the “"Closing Date.” " In addition, the Company hereby grants to the Representatives Representative the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit share of Common Stock or Warrant provided for in this Section 3. The Representative may purchase Common Stock and/or Warrants when exercising such option, in its sole discretion. This option may be exercised by the Representatives Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th 45th day following the Effective Date of the Registration Statement, by written notice by the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the RepresentativesRepresentative, when such Additional Securities are to be delivered (such time and date are herein called an “"Additional Closing Date”"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the RepresentativesRepresentative. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the RepresentativesSchneider Securities, or at such other place in DenverInc., 1120 Xxxxxxx Street, Suite 900, Dxxxxx, Xxxxxxxx, xx xx xxxx xxxxx xxxxx xx Xxnver, Colorado as you shall determine and advise the Company by at least two full days’ ' notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units Common Stock and Warrants and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the RepresentativesRepresentative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives Representative for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriters and each Underwriter agrees, severally and not jointly, and to purchase, at a price of $9.825 per Unit (including $0.375 per Unit to be held in the UnderwritersTrust Account as deferred underwriting discount, severally and not jointlywhich is to be paid to the Underwriters upon consummation of an initial Business Combination), agree to purchase from the Company the number of Firm Units set forth opposite the Underwriters’ names name of each Underwriter in Schedule 1 hereto. The purchase price per Unit I hereof, subject to be paid by the Underwriters shall be $ . The initial public offering price of the Units shall be $ . adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units by the Underwriters shall to be sold hereunder is to be made by certified or official bank check in clearing house funds, payable Federal (same day) funds against delivery of certificates therefor to the order Representative for the several accounts of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the RepresentativesUnderwriters. Such payment and delivery and payment shall are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., Mountain TimeNew York time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, this Agreement or at such other place in Denver, Colorado time and date not later than five business days thereafter as you shall determine and advise the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by at least law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: ninety-seven million dollars ($97,000,000) (without giving effect to the over-allotment option) shall be deposited in the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of the Trust Agreement and the remaining one million two full days’ notice in writing, hundred fifty thousand dollars ($1,250,000) of the proceeds shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Additional Securities to you. Certificates Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you the Representative may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall will permit you the Representative to examine and package such certificates the Firm Units for delivery delivery, at least one full business day prior to any such closing with respect theretothe Closing Date. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the The Company shall immediately give notice thereof not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the Representatives, terms and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such defaulting Underwriter or Underwriters agreed certificates are to purchasebe delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the non-defaulting Underwriters fail so date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to make be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such arrangements Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to all the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such Unitsoption at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, howeverif any, that the non-defaulting option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as follows: $9.825 per Option Unit sold shall be deposited in the Trust Account pursuant to the Trust Agreement (including $0.375 per Option Unit to be held in the Trust Account as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of an initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to purchase the sell or deliver any Option Units which the defaulting Underwriter or Underwriters agreed to purchase in excess except upon tender of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred payment by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters Representative for damages occasioned by its default hereunderall such Option Units.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, Underwriter and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company Company, at the number of Units U.S. purchase price set forth opposite the Underwriters’ names in Schedule 1 II hereto, the Units. The As compensation for the services rendered to the Company by the Underwriter in respect of the Offering, the Company will pay to the Underwriter a commission for Units sold to the Underwriter under this Agreement, in U.S. currency, as set forth in Schedule II hereto, payable on the Closing Date, which may be netted against the payment per Unit from the Underwriter to the Company for the Units. (b) Payment of the purchase price per Unit to be paid by the Underwriters shall be $ . The initial public offering price of the Units shall be $ . Payment for the Units by Units, and delivery of certificates representing the Underwriters Shares and Warrants, shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the RepresentativesGxxxxxx Procter LLP, New York, New York, or at such other place in Denveras shall be agreed upon by the Underwriter and the Company, Colorado at 9:00 a.m., New York City time, on October 25, 2021, or such other time and date as the Representatives shall determine Underwriter and advise the Company by at least two full days’ notice may agree upon in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The writing (such time and date of such payment and delivery and payment are being herein called the “Closing Date.” In addition, ”). Delivery of certificates for the Company hereby grants Shares shall be made to the Representatives Underwriter through a transfer to the option to purchase all accounts at The Depository Trust Company designated by the Underwriter, or a portion through the facilities of CDS Clearing and Depository Services Inc. for the account of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenantsUnderwriter, and agreements delivery of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment certificates for the Additional Securities Warrants shall be made by certified or official bank check the Company as directed in clearing house funds payable to writing by the order Underwriter, against payment of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates purchase price for the Units by wire transfer in same day funds to or as directed in writing by the Company. The Shares and any Additional Securities purchased Warrants shall be registered in such name or names and shall be in such authorized denominations as you the Underwriter may request in writing at least two full request. The Company will permit the Underwriter to examine and package any certificates for delivery on the business days day prior to the Closing Date or Additional Closing Date, as applicable. . (c) The Company shall permit you acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Units and commission with respect to examine the Units) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) the Underwriter’s obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety; and package (iii) it has obtained such certificates for delivery at least one full business day prior legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriter with respect to any such closing with respect theretomatters. (d) The Underwriter shall be permitted to appoint additional investment dealers or brokers (each, a “Selling Firm”) as agents in the Offering and the Underwriter may determine the remuneration payable to such Selling Firm. If The Underwriter may offer the Units, directly and through Selling Firms or any affiliates of the Underwriter, in the United States for any reason one sale to the public or more Underwriters shall fail or refuse (to purchasers otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) permitted to purchase and pay for the number of Units agreed to be purchased by such Underwriterin accordance with the Securities Act, the Company shall immediately give notice thereof to the Representatives, Rules and Regulations and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters Canadian Securities Laws and upon the terms herein and conditions set forth, forth in the Units which such defaulting Prospectuses and in this Agreement. The Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase require any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause Selling Firm appointed by the Underwriter to agree to the foregoing and the Underwriter shall be responsible for the compliance by such Selling Firm with the provisions of this Agreement. The Underwriter shall promptly notify the Company when, in violation its opinion, the distribution of the net capital rule Units has ceased. (e) In addition to the other covenants and agreements of the Commission or other applicable law. If Underwriter contained herein, the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance further covenants and agrees with the two preceding sentencesCompany that: (i) it will not, directly or indirectly, offer or sell any Units to any Canadian resident; (ii) it will not authorize or direct any Selling Firm to, directly or indirectly, offer or sell any Units to any Canadian resident; (iii) at the Closing Date, the Company shall will have received an “all-sold” certificate of the rightUnderwriter, within dated the 24 hours next succeeding the 24-hour period above referred toClosing Date, to make arrangements with other underwriters or purchasers in form and substance satisfactory to the Representatives for Company and its counsel, that, to best of the purchase knowledge of such the Underwriter, it has not and will not, directly or indirectly, offer or sell any Units on the terms herein set forth. In to any such caseCanadian resident; and (iv) it will include, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statementapplicable documentation confirming each sale of Units to each purchaser, a statement from the Prospectus or any other documents or arrangements to be made. If neither Underwriter that it is the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder’s understanding such purchaser is not a Canadian resident.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ ________ per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds and, at the option of Paulxxx Xxxestment Company, Inc. by bank wire to an account specified by the Company, or certified or bank cashier's checks drawn to the order of the Company, against either uncertificated delivery of Firm Units or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by Paulxxx Xxxestment Company, Inc.) to Paulxxx Xxxestment Company, Inc. for the several accounts of the Underwriters. Such payment is to be made at the offices of Paulxxx (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell Paulxxx Xxxestment Company, Inc. to purchase the Option Units at the price per Unit as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by Paulxxx Xxxestment Company, Inc. to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company setting forth the number of Option Units as to which Paulxxx Xxxestment Company, Inc. is exercising the option, the names and denominations in which the Option Units are to be registered and the time and date at which certificates representing such Units are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by Paulxxx Xxxestment Company, Inc. but shall not be earlier than three nor later than ten full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set forth opposite the Closing Date as the Option Closing Date. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit Paulxxx Xxxestment Company, Inc. may cancel such option at any time prior to be paid its expiration by giving written notice of such cancellation to the Underwriters shall be $ Company. The initial public offering price of To the extent, if any, that the option is exercised, payment for the Option Units shall be $ . Payment for made on the Units Option Closing Date in New York Clearing House funds and, at the option of Paulxxx Xxxestment Company, Inc., by bank wire to an account specified by the Underwriters shall be made by Company, or certified or official bank cashier's check in clearing house funds, payable drawn to the order of the Company at for the offices Option Units to be sold by the Company in consideration either of the Representativesuncertificated delivery of Option Units or delivery of certificates therefor (which delivery, or at such other if certificated, shall take place in Denversuch location in New York, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities New York as may be necessary specified by Paulxxx Xxxestment Company, Inc.) to cover over-allotmentsPaulxxx Xxxestment Company, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject Inc. Except to the terms extent uncertificated Option Units are delivered at closing, the certificates for the Option Units and conditions herein set forth, at any time for the common stock and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when warrants comprising such Additional Securities are to Option Units will be delivered (in such time denominations and date are herein called an “Additional Closing Date”); providedin such registrations as Paulxxx Xxxestment Company, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor Inc. request in writing not later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any such closing with respect thereto. If the Option Closing Date, and will be made available for any reason inspection by Paulxxx Xxxestment Company, Inc. at least one or more business day prior to the Option Closing Date. (d) In addition to the sums payable to the Underwriters as provided elsewhere herein, the Underwriters shall fail or refuse be entitled to receive at the closing, as additional compensation for their services, purchase warrants (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof"Underwriters' Warrants") to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such up to ___________ Units on at a price of $______ per Unit, upon the terms herein set forth. In any such case, either and subject to adjustment and conversion as described in the Representatives or the Company shall have the right form of Underwriters' Warrants filed as an exhibit to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite the Underwriters’ ' names in Schedule 1 hereto. The purchase price per Unit to be paid by the Underwriters shall be $ $4.50. The initial public offering price of the Units shall be $ $5.00. Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the RepresentativesRepresentative, or at such other place in Denver, Colorado as the Representatives Representative shall determine and advise the Company by at least two full days’ ' notice in writing, upon delivery of the Units to the RepresentativesRepresentative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth third business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “"Closing Date.” " In addition, the Company hereby grants to the Representatives Representative the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the RepresentativesRepresentative, when such Additional Securities are to be delivered (such time and date are herein called an “"Additional Closing Date”"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the RepresentativesRepresentative. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the RepresentativesRepresentative, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ ' notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the RepresentativesRepresentative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives Representative for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ per Unit (which represents a gross discount equal to ten percent (10%) of the price to be offered to the public), the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Company, certified or bank cashier’s checks drawn to the order of the Company, against either uncertificated delivery of Firm Units or of certificates therefor (which delivery, if certificated, shall take place in such location in Fort Lauderdale, Florida as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative at the address set forth on the first page of this Agreement, at 10:00 a.m., Eastern Standard time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Units are delivered at closing, the certificates for the Firm Units will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from the Option Units at the price per Unit as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by the Representative to the Company setting forth the number of Option Units as to which the Underwriters are exercising the option, the names and denominations in which the Option Units are to be registered and the time and date at which certificates representing such Units are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set forth opposite the Closing Date as the Option Closing Date. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit Representative may cancel such option at any time prior to be paid its expiration by giving written notice of such cancellation to the Underwriters shall be $ Company. The initial public offering price of To the extent, if any, that the option is exercised, payment for the Option Units shall be $ . Payment for made on the Units Option Closing Date in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Underwriters shall be made by Company, or certified or official bank cashier’s check in clearing house funds, payable drawn to the order of the Company at for the offices Option Units to be sold by the Company in consideration either of uncertificated delivery of Option Units or delivery of certificates therefor (which delivery, if certificated, shall take place in such location in Fort Lauderdale, Florida as may be specified by the Representative) to the Representative for the several accounts of the RepresentativesUnderwriters. Except to the extent uncertificated Option Units are delivered at closing, or at the certificates for the Option Units will be delivered in such other place denominations and in Denver, Colorado such registrations as the Representatives shall determine Representative requests in writing not later than the second full business day prior to the Option Closing Date, and advise will be made available for inspection by the Company by Representative at least two full days’ notice in writing, upon delivery of the Units one business day prior to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Option Closing Date.” (d) In additionaddition to the sums payable to the Representative as provided elsewhere herein, the Company hereby grants Representative shall be entitled to receive at the Closing, for itself alone and not as Representative of the Underwriters, as additional compensation for its services, Representative’s Warrants for the purchase of up to 100,000 Units at a price of $ per Unit, which shall be equal to 110% of the price to be offered to the Representatives public, (or 115,000 Units if the option Option Units are purchased), upon the terms and subject to purchase all adjustment and exercise as described in the form of Representative’s Warrants filed as an exhibit to the Registration Statement. The Representative’s Warrants shall not be transferred, sold, assigned or a portion hypothecated by the holders thereof during the first twelve (12) months after the date hereof, except (i) to officers, directors, employees or partners of the Additional Securities as may be necessary to cover over-allotmentsRepresentative, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option Underwriters and Selected Dealers; (ii) by will; or (iii) by operation of law, and may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, in whole or in part at any time time, and from time to time on or before time, during the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered four (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day 4) year period after the date on which hereof. The Company agrees that it will upon request by the notice holders of not less than 50% of the exercise of Representative’s Warrants and/or underlying securities, within the option shall have been given nor later than the eighth business day period commencing twelve (12) months after the date hereof and for a period of three (3) years thereafter, cause the securities underlying the Representative’s Warrants to be the subject of a post-effective amendment, a new Registration Statement under the Act, or a Regulation A filing, if appropriate, so as to enable the Representative and/or the holders to offer publicly the securities underlying the Representative’s Warrants. The Company agrees to use its best efforts to register the securities as soon as possible and to file any such registration statement within thirty (30) days after receipt of such request. In addition, if during the period for three (3) years after the date hereof, if the Company shall register any of its securities for sale pursuant to a post-effective amendment, or a new Registration Statement under the Act (other than on which such Form S-8) or otherwise register securities under the Act, the Company agrees to offer all of the holders of the Representative’s Warrants and/or the underlying securities the opportunity to register the underlying securities without cost to the holders thereof. In connection with these piggy back registration rights, the Company shall give all of the holders of the Representative’s Warrants and/or underlying securities notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check registered mail or overnight deliver (providing for proof of delivery in clearing house funds payable to the order of the Company at the offices of the Representatives, or at any such other place in Denver, Colorado as you shall determine and advise the Company by instance) at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full thirty (30) business days prior to the Closing Date or Additional Closing Datefiling of a post-effective amendment, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement new Registration Statement under the provisions of Section 10 hereof) to purchase and pay for Act or other filing with the number of Units agreed to be purchased by Commission. During such Underwritertime as the Representative’s Warrants are outstanding, the Company agrees not to merge, reorganize, or take any action which would terminate the Representative’s Warrants without first making adequate provisions for the Representative’s Warrants. (e) The Company agrees that for a period of three (3) years after the date hereof, the Representative shall immediately give notice thereof have a right of first refusal to act as manager or co-manager with respect to any public or private sale of any securities of the RepresentativesCompany or any of its subsidiaries. In connection with such right, the Company covenants and agrees to furnish the Representative with the terms and conditions of any bona fide proposed private or public sale of securities to be made by the Company or any of its subsidiaries, and the non-defaulting Underwriters name and address of such person, entity, representative, broker or dealer proposing to effectuate such sale, together with all compensation terms. The Representative shall have the right within 24 hours twenty (20) days from such notification by the Company to notify the Company whether the Representative will exercise its right to effect such proposed financing. In the event the Representative declines to exercise its right of first refusal, such action shall only relate to the financing and terms and conditions contained in the specific notice furnished to the Representative and not to any other proposed financing thereafter. In addition, the Representative shall have the right of first refusal for a period of three (3) years after the receipt date hereof in connection with the private or public sale of any of the Company’s securities by the Representatives Company’s officers, directors, and principal stockholders (owners of such notice, to purchase or procure one five percent (5%) or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that Company’s securities). (f) At the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentencesClosing Date, the Company shall have engage the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed Representative as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the a non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, exclusive financial advisor to the Company for a two-year term at a fee of $60,000 per year, and in the event that the gross proceeds from the offering equal or exceed $5 million, the entire fee of $120,000 shall be payable on the Closing Date. The financial advisory agreement will provide that the Representative shall, at the Company’s request, provide financial advisory services to the remaining Underwriters Company concerning potential merger and acquisition proposals and the obtaining of short or long-term financing for damages occasioned the Company, whether by its default hereunderpublic financing or otherwise.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriterseach Underwriter and each Underwriter, severally and not jointly, and the Underwriters, severally and not jointly, agree agrees to purchase from the Company Company, at a purchase price per Unit of $ , the number of Firm Units set forth opposite their respective names on Schedule I hereto, together with any additional number of Units which such Underwriter may become obligated to purchase pursuant to the Underwriters’ names in Schedule 1 heretoprovisions of Section 10 hereof. The purchase price per Unit for the Firm Units that are reserved as Directed Shares (and sold to be paid by the Underwriters Directed Share Purchasers) shall be $ per share. In addition, the Adviser has agreed to pay the Underwriters additional underwriting compensation in an amount equal to 3.00% of the offering amount ($ per Unit) of the Firm Units (less the Directed Shares) and the Additional Units (collectively, the “Additional Underwriting Compensation”). (b) Payment of the purchase price for the Firm Units shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Firm Units to the Representatives through the facilities of The initial Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters, at 9:00 A.M., New York City time, on the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Units), or such other time not later than ten business days after such date as shall be agreed upon by the Lead Managers and the Company (such time and date of payment and delivery being herein called the “Closing Date”). Electronic transfer of the Firm Units shall be $ made to the Underwriters at the time of purchase through full fast transfer to the accounts at the DTC in such names and in such denominations as the Lead Managers shall specify. Payment Upon the payment of the purchase price for the Firm Units, the Adviser will pay the Additional Underwriting Compensation (solely with respect to the Firm Units) by wire transfer in same day funds to or as directed by Bear Xxxxxxx (on behalf of the Underwriters). Deliveries of the documents described in Section 7 hereof with respect to the purchase of the Firm Units by or the Underwriters Additional Units, as the case may be, shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the RepresentativesPaul, Hastings, Xxxxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (“Underwriters’ Counsel”), or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on agreed upon by the fourth business day following Lead Managers and the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing DateCompany.” (c) In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, covenants and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 2,400,000 Additional Units at the same purchase price per share to be paid by the Underwriters for the Firm Units as set forth in Section 3(a) above, for the sole purpose of covering over-allotments in the sale of Firm Units by the Underwriters. This option may be exercised at any time and from time to time time, in whole or in part, on or before the 60th thirtieth day following the Effective Date date of the Registration StatementProspectus, by written notice by from the Representatives Lead Managers to the Company. Such notice shall set forth the aggregate number of Additional Securities Units as to which the option is being exercised, exercised and the time date and datetime, as reasonably determined by the RepresentativesBear Xxxxxxx, when such the Additional Securities Units are to be delivered (any such date and time and date are being herein called an sometimes referred to as the “Additional Closing Date”); provided, however, that no the Additional Closing Date shall be not occur earlier than the Closing Date nor or earlier than the third second full business day after the date on which the notice of the exercise of the option shall have been given exercised nor later than the eighth full business day after the date on which such notice the option shall have been given; exercised (unless such time and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check date are postponed in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing accordance with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) ). Upon any exercise of the option as to all or any portion of the Additional Units, each Underwriter, acting severally and not jointly, agrees to purchase and pay for from the Company the number of Additional Units agreed to be purchased by such Underwriter, that bears the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% same proportion of the total number of shares Additional Units then being purchased as the number of Firm Units which set forth opposite the name of such non-defaulting Underwriter agreed in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Firm Units which that the defaulting Underwriter or Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as Bear Xxxxxxx in its sole discretion shall make. (d) Payment of the purchase price for the Additional Units shall not be purchased made by wire transfer in same day funds to or absorbed as directed by the Company upon delivery of certificates for the Additional Units to the Representatives through the facilities of DTC for the respective accounts of the several Underwriters, at 9:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase provisions of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof), or such other time as shall be agreed upon by Bear Xxxxxxx and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein Electronic transfer of the Additional Units shall relieve any defaulting Underwriter of its liability, if any, be made through full fast transfer accounts at the DTC to the Company or Underwriters at the additional time of purchase in such names, in such denominations and to such accounts as the Lead Managers shall specify. Upon the payment of the purchase price for the Additional Units, the Adviser will pay the Additional Underwriting Compensation (solely with respect to the remaining Underwriters for damages occasioned Additional Units) by its default hereunderwire transfer in same day funds to or as directed by Bear Xxxxxxx (on behalf of the Underwriters).

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriters and each Underwriter agrees, severally and not jointly, and the Underwritersto purchase, severally and not jointlyat a price of $11.73 per Unit (which price reflects an underwriter's discount of 8%), agree to purchase from the Company the number of Firm Units set forth opposite the Underwriters’ names name of each Underwriter in Schedule 1 hereto. The purchase price per Unit I hereof, subject to be paid by the Underwriters shall be $ . The initial public offering price of the Units shall be $ . adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Underwriters shall be made by Company, certified or official bank check in clearing house funds, payable cashier's checks drawn to the order of the Company Company, against either uncertificated delivery of Firm Units or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the RepresentativesRepresentative at the address set forth on the first page of this agreement, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 7:00 a.m., Mountain TimePacific time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, this Agreement or at such other place in Denver, Colorado time and date not later than five business days thereafter as you shall determine and advise the Company shall agree upon, such time and date being herein referred to as the "CLOSING DATE." (As used herein, "BUSINESS DAY" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Units are delivered at least two full days’ notice in writingclosing, upon delivery of the certificates representing the Additional Securities to you. Certificates for the Firm Units and any Additional Securities purchased shall will be registered delivered in such name or names denominations and in such authorized denominations registrations as you may request the Representative requests in writing at least two full business days prior to not later than the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any such closing with respect thereto. If the Closing Date, and will be made available for any reason inspection by the Representative at least one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof business day prior to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunderDate.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit to be paid by the Underwriters shall be $ . The initial public offering price of the Units shall be $ . Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth third business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $________ per Unit (which price reflects an underwriter’s discount of 10%), the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Company, certified or bank cashier’s checks drawn to the order of the Company, against either uncertificated delivery of Firm Units or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative at the address set forth on the first page of this agreement, at 7:00 a.m., Pacific time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “CLOSING DATE.” (As used herein, “BUSINESS DAY” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Units are delivered at closing, the certificates for the Firm Units will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Representative to purchase from the Option Units at the price per Unit as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice: (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by the Representative to the Company setting forth the number of Option Units as to which the Representative is exercising the option, the names and denominations in which the Option Units are to be registered and the time and date at which certificates representing such Units are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “OPTION CLOSING DATE”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set forth opposite the Closing Date as the Option Closing Date. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit Representative may cancel such option at any time prior to be paid its expiration by giving written notice of such cancellation to the Underwriters shall be $ Company. The initial public offering price of To the extent, if any, that the option is exercised, payment for the Option Units shall be $ . Payment for made on the Units Option Closing Date in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Underwriters shall be made by Company, or certified or official bank cashier’s check in clearing house funds, payable drawn to the order of the Company at for the offices Option Units to be sold by the Company in consideration either of the Representativesuncertificated delivery of Option Units or delivery of certificates therefor (which delivery, or at such other if certificated, shall take place in Denversuch location in New York, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities New York as may be necessary specified by the Representative) to cover over-allotmentsthe Representative for the several accounts of the Underwriters. Except to the extent uncertificated Option Units are delivered at closing, at the same purchase price per Additional Security certificates for the Option Units will be delivered in such denominations and in such registrations as the price per Unit provided for Representative requests in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor writing not later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any such closing with respect thereto. If the Option Closing Date, and will be made available for any reason inspection by the Representative at least one or more Underwriters shall fail or refuse business day prior to the Option Closing Date. (otherwise than for a reason sufficient d) In addition to justify the termination of this Agreement under sums payable to the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such UnderwriterRepresentative as provided elsewhere herein, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement Representative shall be automatically increased pro rata entitled to absorb receive at the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; providedClosing, however, that the non-defaulting Underwriters shall for itself alone and not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% as Representative of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunderUnderwriters, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such as additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentencescompensation for its services, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives a warrant for the purchase of such up to 150,000 Units on at a price of $_______ per Unit, upon the terms herein set forth. In any such case, either and subject to adjustment and conversion as described in the Representatives or form of the Company shall have the right Representative’s Warrant filed as an exhibit to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters agree to purchase, at a price of $_____ per Unit (which price reflects an underwriting discount of __%), 1,250,000 Firm Units. (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds and, at the option of the Representative by bank wire to an account specified by the Company, or certified or bank cashier's checks drawn to the order of the Company, against either uncertificated delivery of Firm Units or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative at the address set forth on the first page of this Agreement, at 7:00 a.m., Pacific time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Units are delivered at closing, certificates for the Firm Units and for the Common Stock and Warrants comprising such Firm Units will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Representative to purchase from the Option Units at the price per Unit as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by the Representative to the Company setting forth the number of Option Units as to which the Representative is exercising the option, the names and denominations in which the Option Units are to be registered and the time and date at which certificates representing such Units are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set forth opposite the Closing Date as the Option Closing Date. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit Representative may cancel such option at any time prior to be paid its expiration by giving written notice of such cancellation to the Underwriters shall be $ Company. The initial public offering price of To the extent, if any, that the option is exercised, payment for the Option Units shall be $ . Payment for made on the Units Option Closing Date in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Underwriters shall be made by Company, or certified or official bank cashier's check in clearing house funds, payable drawn to the order of the Company at for the offices Option Units to be sold by the Company in consideration either of the Representativesuncertificated delivery of Option Units or delivery of certificates therefor (which delivery, or at such other if certificated, shall take place in Denversuch location in New York, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities New York as may be necessary specified by the Representative) to cover over-allotmentsthe Representative. Except to the extent uncertificated Option Units are delivered at closing, at the same purchase price per Additional Security certificates for the Option Units and for the common stock and warrants comprising such Option Units will be delivered in such denominations and in such registrations as the price per Unit provided for Representative requests in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor writing not later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any such closing with respect thereto. If the Option Closing Date, and will be made available for any reason inspection by the Representative at least one or more Underwriters shall fail or refuse business day prior to the Option Closing Date. (otherwise than for a reason sufficient d) In addition to justify the termination of this Agreement under sums payable to the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such UnderwriterRepresentative as provided elsewhere herein, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement Representative shall be automatically increased pro rata entitled to absorb receive at the remaining Units which closing, as compensation for its services, purchase warrants (the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives "Representative's Warrants") for the purchase of such up to 125,000 Units on at a price of $____ per Unit (120% of the Unit offering price), upon the terms herein set forth. In any such case, either and subject to adjustment and conversion as described in the Representatives or the Company shall have the right form of Representative's Warrants filed as an exhibit to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject (a) Subject to the terms and conditions and in reliance upon the representations, warranties and covenants of the Company, the Guarantors and the Initial Purchasers herein set forth, (i) the Company agrees to sell to the Underwriters, severally and not jointly, Initial Purchasers and the Underwriters, severally and not jointly, Initial Purchasers agree to purchase from the Company the number of Units set forth opposite their names on Schedule I hereto, at a price of $965.00 per Unit and (ii) the Underwriters’ names in Schedule 1 heretoGuarantors agree to execute and deliver the Guarantees with respect to all Notes sold hereby to the Initial Purchasers. The purchase price per Unit to be paid by obligations of the Underwriters shall be $ . The initial public offering price Initial Purchasers under this Section 2(a) are several and not joint. (b) Delivery of the Units shall be $ . Payment for against payment of the Units by the Underwriters purchase price therefor shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the RepresentativesXxxxxxx & Xxxxx L.L.P. located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in Denver, Colorado location as may be mutually acceptable to the Representatives shall determine Initial Purchasers and advise the Company by at least two full days’ notice in writing, upon delivery of and the Units to the RepresentativesGuarantors. Such delivery and payment shall be made at 10:00 8:00 a.m., Mountain TimeNew York time, on the fourth fifth full business day next following the date of this Agreement, or at such other time of as shall be agreed upon by the initial public offering, as defined in Section 10(a)Initial Purchasers and the Company and the Guarantors. The time and date of such delivery and payment are herein called the “"Closing Date.” In addition" One or more (i) certificates evidencing the Notes registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), or in the name of such other eligible nominee of DTC identified by the Initial Purchasers to the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check Guarantors in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by writing at least two full days’ notice business days prior to the Closing Date, in writing, upon delivery the principal amounts corresponding to the aggregate principal amount of the Notes (the "Global Notes") sold to (a) Qualified Institutional Buyers (as defined in Section 3 below) and (b) non-U.S. Persons in offshore transactions within the meaning of Regulation S promulgated under the Securities Act and certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be evidencing one or more individually denominated Notes registered in such name or names and in such authorized denominations as you the Initial Purchasers may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, in the principal amounts corresponding to the aggregate principal amount of the Notes (the "Individual Notes") sold to Accredited Institutions (as applicable. defined in Section 3 below) that are not Qualified Institutional Buyers, shall be delivered to the Initial Purchasers by the Company, against payment of the purchase price therefor by wire transfer of immediately available funds to an account at a bank acceptable to Xxxxxxxxxxx & Co., Inc. previously designated to Xxxxxxxxxxx & Co., Inc. by the Company. (c) The Company shall and the Guarantors will permit you the Initial Purchasers to examine the Global Notes, the Individual Notes and package such the Warrant certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters the Closing Date. (d) It is understood that each certificate evidencing a Note shall fail or refuse (otherwise than for bear a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof legend substantially to the Representativesfollowing effect: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, and the nonAS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO OR FOR THE ACCOUNT OR BENEFIT OF ANY PERSON EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) WHICH IS AN INSTITUTION (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IS NOT A U.S. PERSON AND IS PURCHASING IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND HAS NOT ENGAGED IN, AND PRIOR TO THE EXPIRATION OF THE 40-defaulting Underwriters DAY RESTRICTED PERIOD PROVIDED FOR IN RULE 903 OF REGULATION S, WILL NOT OFFER OR SELL THESE SECURITIES OR TO A U.S. PERSON OR FOR THE ACCOUNT OF A U.S. PERSON WITHIN THE MEANING OF RULE 902(O) OF REGULATION S IN THE UNITED STATES, (2) AGREES THAT IT WILL NOT PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD AS COMPLIES WITH RULE 144 UNDER THE SECURITIES ACT) AFTER THE LATER OF THE DATE OF ORIGINAL ISSUANCE OF THIS SECURITY AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (THE "RESALE RESTRICTION TERMINATION DATE") RESELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY, EXCEPT (A) TO THE ISSUER, (B) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH THE RESALE PROVISIONS OF RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A WRITTEN CERTIFICATION CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (COPIES OF SUCH FORM CAN BE OBTAINED FROM THE TRUSTEE), PROVIDED THAT CERTAIN HOLDERS SPECIFIED IN THE INDENTURE MAY NOT TRANSFER THIS SECURITY PURSUANT TO THIS CLAUSE (C) PRIOR TO THE EXPIRATION OF THE "40-DAY RESTRICTED PERIOD" (WITHIN THE MEANING OF RULE 903(C)(3) OF REGULATION S UNDER THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES TO A PERSON OTHER THAN A U.S. PERSON IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND, IF SUCH TRANSFER IS BEING EFFECTED BY CERTAIN TRANSFERORS SPECIFIED IN THE INDENTURE PRIOR TO THE EXPIRATION OF THE "40-DAY RESTRICTED PERIOD" DESCRIBED ABOVE, A CERTIFICATE (WHICH MAY BE OBTAINED FROM THE TRUSTEE) IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE, (E) PURSUANT TO THE RESALE LIMITATIONS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (G) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH ACCOUNT BE AT ALL TIMES WITHIN ITS CONTROL AND TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHICH THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. (e) It is understood that each certificate evidencing a Warrant shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory bear a legend substantially to the Representatives for the purchase of such Units on the terms herein set forthfollowing effect: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO OR FOR THE ACCOUNT OR BENEFIT OF ANY PERSON EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. In any such caseBY ITS ACQUISITION HEREOF, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration StatementTHE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), the Prospectus or any other documents or arrangements to be made(B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) WHICH IS AN INSTITUTION (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IS NOT A UNDER THE SECURITIES ACT AND HAS NOT ENGAGED IN, AND PRIOR TO THE EXPIRATION OF THE 40-DAY RESTRICTED PERIOD PROVIDED FOR IN RULE 903 OF REGULATION S, WILL NOT OFFER OR SELL THESE SECURITIES OR TO A U.S. PERSON OR FOR THE ACCOUNT OF A U.S. PERSON WITHIN THE MEANING OF RULE 902(O) OF REGULATION S IN THE UNITED STATES, (2) AGREES THAT IT WILL NOT PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD AS COMPLIES WITH RULE 144 UNDER THE SECURITIES ACT) AFTER THE LATER OF THE DATE OF ORIGINAL ISSUANCE OF THIS SECURITY AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (THE "RESALE RESTRICTION TERMINATION DATE") RESELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY, EXCEPT (A) TO THE ISSUER, (B) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH THE RESALE PROVISIONS OF RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE WARRANT AGENT A WRITTEN CERTIFICATION CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (COPIES OF SUCH FORM CAN BE OBTAINED FROM THE WARRANT AGENT), PROVIDED THAT CERTAIN HOLDERS SPECIFIED IN THE WARRANT AGREEMENT MAY NOT TRANSFER THIS SECURITY PURSUANT TO THIS CLAUSE (C) PRIOR TO THE EXPIRATION OF THE "40-DAY RESTRICTED PERIOD" (WITHIN THE MEANING OF RULE 903(C)(3) OF REGULATION S UNDER THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES TO A PERSON OTHER THAN A U.S. PERSON IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND, IF SUCH TRANSFER IS BEING EFFECTED BY CERTAIN TRANSFERORS SPECIFIED IN THE WARRANT AGREEMENT PRIOR TO THE EXPIRATION OF THE "40-DAY RESTRICTED PERIOD" DESCRIBED ABOVE, A CERTIFICATE (WHICH MAY BE OBTAINED FROM THE WARRANT AGENT) IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE WARRANT AGENT, (E) PURSUANT TO THE RESALE LIMITATIONS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (G) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH ACCOUNT BE AT ALL TIMES WITHIN ITS CONTROL AND TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHICH THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunderIF THE PROPOSED TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting UnderwriterTHE HOLDER MUST, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereofPRIOR TO SUCH TRANSFER, and without any liability on the part of any non-defaulting Underwriter to the CompanyFURNISH TO THE WARRANT AGENT AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunderTHE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $2.775 per Unit (which price reflects an underwriter’s discount of 7.5%), the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Company, certified or bank cashier’s checks drawn to the order of the Company, against either uncertificated delivery of Firm Units or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative at the address set forth on the first page of this agreement, at 7:00 a.m., Pacific time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “CLOSING DATE.” (As used herein, “BUSINESS DAY” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Units are delivered at closing, the certificates for the Firm Units will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Representative to purchase from the Option Units at the price per Unit as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice: (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by the Representative to the Company setting forth the number of Option Units as to which the Representative is exercising the option, the names and denominations in which the Option Units are to be registered and the time and date at which certificates representing such Units are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “OPTION CLOSING DATE”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set forth opposite the Closing Date as the Option Closing Date. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit Representative may cancel such option at any time prior to be paid its expiration by giving written notice of such cancellation to the Underwriters shall be $ Company. The initial public offering price of To the extent, if any, that the option is exercised, payment for the Option Units shall be $ . Payment for made on the Units Option Closing Date in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Underwriters shall be made by Company, or certified or official bank cashier’s check in clearing house funds, payable drawn to the order of the Company at for the offices Option Units to be sold by the Company in consideration either of the Representativesuncertificated delivery of Option Units or delivery of certificates therefor (which delivery, or at such other if certificated, shall take place in Denversuch location in New York, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities New York as may be necessary specified by the Representative) to cover over-allotmentsthe Representative for the several accounts of the Underwriters. Except to the extent uncertificated Option Units are delivered at closing, at the same purchase price per Additional Security certificates for the Option Units will be delivered in such denominations and in such registrations as the price per Unit provided for Representative requests in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor writing not later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any such closing with respect thereto. If the Option Closing Date, and will be made available for any reason inspection by the Representative at least one or more Underwriters shall fail or refuse business day prior to the Option Closing Date. (otherwise than for a reason sufficient d) In addition to justify the termination of this Agreement under sums payable to the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such UnderwriterRepresentative as provided elsewhere herein, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement Representative shall be automatically increased pro rata entitled to absorb receive at the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; providedClosing, however, that the non-defaulting Underwriters shall for itself alone and not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% as Representative of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunderUnderwriters, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such as additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentencescompensation for its services, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives a warrant for the purchase of such up to 270,000 Units on at a price of $3.60 per Unit, upon the terms herein set forth. In any such case, either and subject to adjustment and conversion as described in the Representatives or form of the Company shall have the right Representative’s Warrant filed as an exhibit to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriters and each Underwriter agrees, severally and not jointly, and to purchase, at a price of $9.75 per Unit (including $0.25 per Unit to be held in the UnderwritersTrust Account as deferred underwriting discount, severally and not jointlywhich is to be paid to the Underwriters only upon consummation of an initial Business Combination), agree to purchase from the Company the number of Firm Units set forth opposite the Underwriters’ names name of each Underwriter in Schedule 1 hereto. The purchase price per Unit I hereof, subject to be paid by the Underwriters shall be $ . The initial public offering price of the Units shall be $ . adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units by the Underwriters shall to be sold hereunder is to be made by certified in Federal (same day) funds against delivery of certificates (or official bank check in clearing house funds, payable book entry form) therefor to the order Representative for the several accounts of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the RepresentativesUnderwriters. Such payment and delivery and payment shall are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., Mountain TimeNew York time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, this Agreement or at such other place in Denver, Colorado time and date not later than five business days thereafter as you shall determine and advise the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by at least two full dayslaw or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: ninety-six million dollars ($96,000,000) (which amount includes the Underwriters’ notice deferred underwriting discount, and without giving effect to the over-allotment option) shall be deposited in writing, the trust account established by the Company for the benefit of the public securityholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of the Trust Agreement and the remaining one million five hundred thousand dollars ($1,500,000) of the proceeds shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Additional Securities to you. Certificates Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you the Representative may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall will permit you the Representative to examine and package such certificates the Firm Units for delivery delivery, at least one full business day prior to any such closing with respect theretothe Closing Date. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the The Company shall immediately give notice thereof not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the Representatives, terms and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such defaulting Underwriter or Underwriters agreed certificates are to purchasebe delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the non-defaulting Underwriters fail so date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to make be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such arrangements Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to all the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such Unitsoption at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, howeverif any, that the non-defaulting option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as follows: $9.75 per Option Unit sold shall be deposited in the Trust Account pursuant to the Trust Agreement (including $0.25 per Option Unit to be held in the Trust Account as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of an initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to purchase the sell or deliver any Option Units which the defaulting Underwriter or Underwriters agreed to purchase in excess except upon tender of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred payment by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters Representative for damages occasioned by its default hereunderall such Option Units.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriters and each Underwriter agrees, severally and not jointly, and to purchase, at a price of $9.30 per Unit (plus $0.35 per Unit which will be held in the UnderwritersTrust Fund (defined below) as deferred underwriter discount, severally and not jointlywhich is to be paid to the Underwriters upon consummation of the initial Business Combination), agree to purchase from the Company the number of Firm Units set forth opposite the Underwriters’ names name of each Underwriter in Schedule 1 hereto. The purchase price per Unit I hereof, subject to be paid by the Underwriters shall be $ . The initial public offering price of the Units shall be $ . adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units by the Underwriters shall to be sold hereunder is to be made by certified or official bank check in clearing house funds, payable Federal (same day) funds against delivery of certificates therefor to the order Representative for the several accounts of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the RepresentativesUnderwriters. Such payment and delivery and payment shall are to be made through the facilities of The Depository Trust Company ("DTC"), New York, New York at 10:00 a.m., Mountain TimeNew York time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, this Agreement or at such other place in Denver, Colorado time and date not later than five business days thereafter as you shall determine and advise the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by at least two full days’ notice law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in writingFederal (same day) funds, as follows: $336,950,000 (without giving effect to the over-allotment option) shall be deposited in the trust fund established by the Company for the benefit of the public securityholders as described in the Registration Statement (the "Trust Fund") pursuant to the terms of the Trust Agreement (including $12,250,000 of which to be held in the Trust Fund as deferred discount to be paid to the Underwriters upon consummation of the initial Business Combination), and the remaining $800,000 of proceeds (representing $750,000 of offering expenses and $50,000 of the proceeds not required to be held in the Trust Fund), shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Additional Securities to you. Certificates Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you the Representative may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall will permit you the Representative to examine and package such certificates the Firm Units for delivery delivery, at least one full business day prior to any such closing with respect theretothe Closing Date. If The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for any reason one all the Firm Units. On or more Underwriters shall fail or refuse (otherwise than for a reason sufficient prior to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such UnderwriterClosing Date, the Company shall immediately give notice thereof will deposit in the Trust Fund the $7,800,000 of proceeds received by the Company as consideration for the sale of 7,800,000 Warrants at a purchase price of $1.00 per Warrant in a private placement prior to the RepresentativesClosing Date. (c) In addition, on the basis of the representations and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, warranties herein contained and subject to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such defaulting Underwriter or Underwriters agreed certificates are to purchasebe delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the non-defaulting Underwriters fail so date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to make be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such arrangements Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to all the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such Unitsoption at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, howeverif any, that the non-defaulting option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as follows: $9.30 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (plus $0.35 per Option Unit which will be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to purchase the sell or deliver any Option Units which the defaulting Underwriter or Underwriters agreed to purchase in excess except upon tender of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred payment by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters Representative for damages occasioned by its default hereunderall such Option Units.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyUnderwriter, and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company Company, the number of Firm Units set forth opposite the Underwriters’ names in Schedule 1 hereto. The at a purchase price of $900.00 per Unit Firm Unit. (b) One or more certificates in definitive form for the Firm Units that the Underwriter has agreed to be paid by purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Underwriter requests upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be $ . The initial public offering price delivered by or on behalf of the Units shall be $ . Payment Company to the Underwriter for the Units account of the Underwriter, against payment by or on behalf of the Underwriters shall be made Underwriter of the purchase price therefor by certified or official bank check or checks drawn upon or by a New York Clearing House bank and payable in clearing house funds, payable next-day funds to the order of the Company Company. Such delivery of and payment for the Firm Units shall be made at the offices of the RepresentativesXxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:30 A.M., New York time, on ______________________, 1996 or at such other place in Denverplace, Colorado time or date as the Representatives shall determine Company and advise the Company by at least two full days’ notice in writingUnderwriter may agree upon, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The such time and date of such delivery and against payment are being herein called referred to as the “"Firm Closing Date.” In addition" The Company will make such certificate or certificates for the Firm Units available for checking and packaging by the Underwriter at the offices in New York, New York of the Company's transfer agent and registrar at least 24 hours prior to the Firm Closing Date. (c) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Units as contemplated by the Prospectus, the Company hereby grants to the Representatives the Underwriter an option to purchase any or all or a portion of the Additional Securities as may Option Units. The purchase price to be necessary to cover over-allotments, at paid for any of the Option Units shall be the same purchase price per Additional Security Unit as the price per Unit provided for the Firm Units set forth above in paragraph (a) of this Section 32. This The option granted hereby may be exercised by the Representatives on the basis as to all or any part of the representations, warranties, covenants, and agreements Option Units from time to time within 30 days after the date of the Prospectus. The Underwriter shall not be under any obligation to purchase any of the Option Units prior to the exercise of such option. The Underwriter may from time to time exercise the option granted hereby by giving notice in writing to the Company setting forth the aggregate number of Option Units to be exercised and the date and time for delivery of and payment for such Option Units. Any such delivery date shall not be later than three business days after such notice of exercise and, in any event, shall be no earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Underwriter and the Company may agree upon, is herein containedcalled the "Option Closing Date" with respect to such Option Units. Upon exercise of the option as provided herein, but the Company shall become obligated to sell to the Underwriter, and, subject to the terms and conditions herein set forth, at any time and the Underwriter shall become obligated to purchase from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth , the aggregate number of Additional Securities Option Units as to which the Underwriter is then exercising its respective option. The number of Option Units may be adjusted to avoid fractional shares. If the option is being exercisedexercised as to all or any portion of the Option Units, one or more certificates in definitive form for such Option Units, and the time and datepayment therefor, as determined by the Representatives, when such Additional Securities are to shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (such time b) of this Section 2, except that reference therein to the Units and date are herein called an “Additional Closing Date”); provided, however, that no Additional the Firm Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice deemed, for purposes of the exercise of the option shall have been given nor later than the eighth business day after the date on which this paragraph (c), to refer to such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Option Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Option Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunderrespectively.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenantswarranties and covenants herein contained, and agreements subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $_____ per Unit (representing a 10% discount from the initial public offering price of the Units), the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds and, at the option of the Representative, by certified or bank cashier's checks drawn to the order of the Company or bank wire to an account specified by the Company against either uncertificated delivery of the securities comprising the Firm Units or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative, at the address set forth on the first page of this agreement, at 7:00 a.m., Pacific time, on the third business day after the commencement of trading of the Units, or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein containedreferred to as the "Closing Date." (As used herein, but "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated securities comprising the Firm Units are delivered at closing, the certificates for the securities comprising the Firm Units will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Representative to purchase from the Option Units at the price per Unit as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) thereafter (on one or more occasions) within 45 days after the date of this Agreement, by the Representative to the Company setting forth the number of Option Units set forth opposite as to which the Underwriters’ Representative is exercising the option, the names and denominations in Schedule 1 hereto. The purchase price per Unit which the securities comprising the Option Units are to be paid by the Underwriters shall be $ . The initial public offering price of the Units shall be $ . Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine registered and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of and date at which certificates representing the initial public offering, as defined in Section 10(a)securities comprising such Units are to be delivered. The time and date of such delivery and payment are herein called at which certificates for the “Closing Date.” In addition, securities comprising the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date are being herein called an “Additional referred to as the "Option Closing Date”"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after . If the date on which the notice of the exercise of the option shall have been given nor later than is three or more days before the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company the notice of exercise shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify set the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.Closing

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters agree to purchase, at a price of $___________ per Unit (which price reflects an underwriting discount of 2.0 %), 1,500,000 Firm Units. (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds and, at the option of the Representative by bank wire to an account specified by the Company, or certified or bank cashier's checks drawn to the order of the Company, against either uncertificated delivery of Firm Units or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative at the address set forth on the first page of this Agreement, at 7:00 a.m., Pacific time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Units are delivered at closing, certificates for the Firm Units and for the Common Stock and Warrants comprising such Firm Units will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Representative to purchase from the Option Units at the price per Unit as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by the Representative to the Company setting forth the number of Option Units as to which the Representative is exercising the option, the names and denominations in which the Option Units are to be registered and the time and date at which certificates representing such Units are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set forth opposite the Closing Date as the Option Closing Date. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit Representative may cancel such option at any time prior to be paid its expiration by giving written notice of such cancellation to the Underwriters shall be $ Company. The initial public offering price of To the extent, if any, that the option is exercised, payment for the Option Units shall be $ . Payment for made on the Units Option Closing Date in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Underwriters shall be made by Company, or certified or official bank cashier's check in clearing house funds, payable drawn to the order of the Company at for the offices Option Units to be sold by the Company in consideration either of the Representativesuncertificated delivery of Option Units or delivery of certificates therefor (which delivery, or at such other if certificated, shall take place in Denversuch location in New York, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities New York as may be necessary specified by the Representative) to cover over-allotmentsthe Representative. Except to the extent uncertificated Option Units are delivered at closing, at the same purchase price per Additional Security certificates for the Option Units and for the common stock and warrants comprising such Option Units will be delivered in such denominations and in such registrations as the price per Unit provided for Representative requests in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor writing not later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any such closing with respect thereto. If the Option Closing Date, and will be made available for any reason inspection by the Representative at least one or more Underwriters shall fail or refuse business day prior to the Option Closing Date. (otherwise than for a reason sufficient d) In addition to justify the termination of this Agreement under sums payable to the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such UnderwriterRepresentative as provided elsewhere herein, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement Representative shall be automatically increased pro rata entitled to absorb receive at the remaining Units which closing, as compensation for its services, purchase warrants (the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives "Representative's Warrants") for the purchase of such up to 150,000 Units on at a price of $_____ per Unit, upon the terms herein set forth. In any such case, either and subject to adjustment and conversion as described in the Representatives or the Company shall have the right form of Representative's Warrants filed as an exhibit to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyUnderwriter, and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company Company, the number of Firm Units set forth opposite the Underwriters’ names in Schedule 1 hereto. The at a purchase price of $900.00 per Unit Firm Unit. (b) One or more certificates in definitive form for the Firm Units that the Underwriter has agreed to be paid by purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Underwriter requests upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be $ . The initial public offering price delivered by or on behalf of the Units shall be $ . Payment Company to the Underwriter for the Units account of the Underwriter, against payment by or on behalf of the Underwriters shall be made Underwriter of the purchase price therefor by certified or official bank check or checks drawn upon or by a New York Clearing House bank and payable in clearing house funds, payable next-day funds to the order of the Company Company. Such delivery of and payment for the Firm Units shall be made at the offices of the RepresentativesXxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:30 A.M., New York time, on ____________, 1996 or at such other place in Denverplace, Colorado time or date as the Representatives shall determine Company and advise the Company by at least two full days’ notice in writingUnderwriter may agree upon, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The such time and date of such delivery and against payment are being herein called referred to as the “"Firm Closing Date.” In addition" The Company will make such certificate or certificates for the Firm Units available for checking and packaging at the offices in New York, New York of the Company's transfer agent and registrar at least 24 hours prior to the Firm Closing Date. (c) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Units as contemplated by the Prospectus, the Company hereby grants to the Representatives the Underwriter an option to purchase any or all or a portion of the Additional Securities as may Option Units. The purchase price to be necessary to cover over-allotments, at paid for any of the Option Units shall be the same purchase price per Additional Security share as the price per Unit provided share for the Firm Units set forth above in paragraph (a) of this Section 32. This The option granted hereby may be exercised by the Representatives on the basis as to all or any part of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and Option Units from time to time on or before within 45 days after the 60th day following the Effective Date date of the Registration Statement, by written notice by Prospectus. The Underwriter shall not be under any obligation to purchase any of the Representatives Option Units prior to the Companyexercise of such option. Such The Underwriter may from time to time exercise the option granted hereby by giving notice shall set in writing to the Company setting forth the aggregate number of Additional Securities as Option Units to which the option is being exercised, be exercised and the date and time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates and payment for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.Option

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $11.04 per Unit (which price reflects an underwriter’s discount of 8%), the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Company, certified or bank cashier’s checks drawn to the order of the Company, against either uncertificated delivery of Firm Units or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative at the address set forth on the first page of this agreement, at 7:00 a.m., Pacific time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “CLOSING DATE.” (As used herein, “BUSINESS DAY” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Units are delivered at closing, the certificates for the Firm Units will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Representative to purchase from the Option Units at the price per Unit as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice: (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by the Representative to the Company setting forth the number of Option Units as to which the Representative is exercising the option, the names and denominations in which the Option Units are to be registered and the time and date at which certificates representing such Units are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “OPTION CLOSING DATE”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set forth opposite the Closing Date as the Option Closing Date. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit Representative may cancel such option at any time prior to be paid its expiration by giving written notice of such cancellation to the Underwriters shall be $ Company. The initial public offering price of To the extent, if any, that the option is exercised, payment for the Option Units shall be $ . Payment for made on the Units Option Closing Date in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Underwriters shall be made by Company, or certified or official bank cashier’s check in clearing house funds, payable drawn to the order of the Company at for the offices Option Units to be sold by the Company in consideration either of the Representativesuncertificated delivery of Option Units or delivery of certificates therefor (which delivery, or at such other if certificated, shall take place in Denversuch location in New York, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities New York as may be necessary specified by the Representative) to cover over-allotmentsthe Representative for the several accounts of the Underwriters. Except to the extent uncertificated Option Units are delivered at closing, at the same purchase price per Additional Security certificates for the Option Units will be delivered in such denominations and in such registrations as the price per Unit provided for Representative requests in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor writing not later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any such closing with respect thereto. If the Option Closing Date, and will be made available for any reason inspection by the Representative at least one or more Underwriters shall fail or refuse business day prior to the Option Closing Date. (otherwise than for a reason sufficient d) In addition to justify the termination of this Agreement under sums payable to the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such UnderwriterRepresentative as provided elsewhere herein, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement Representative shall be automatically increased pro rata entitled to absorb receive at the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; providedClosing, however, that the non-defaulting Underwriters shall for itself alone and not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% as Representative of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunderUnderwriters, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such as additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentencescompensation for its services, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives a warrant for the purchase of such up to 100,000 Units on at a price of $14.40 per Unit, upon the terms herein set forth. In any such case, either and subject to adjustment and conversion as described in the Representatives or form of the Company shall have the right Representative’s Warrant filed as an exhibit to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyInitial Purchaser, and the Underwriters, severally and not jointly, agree Initial Purchaser agrees to purchase from the Company the number of Company, 85,000 Units set forth opposite the Underwriters’ names in Schedule 1 hereto. The at a purchase price per Unit of 100% of the principal amount of Notes being issued and sold. One or more certificates in definitive form for the Units that the Initial Purchaser has agreed to be paid by purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchaser requests upon notice to the Company at least 24 hours prior to the Closing Date, shall be $ . The initial public offering delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price of therefor; PROVIDED, HOWEVER that if the Closing Date occurs prior to the date on which the Approved Plan has become Effective, the Units shall be $ . Payment issued to, and the consideration therefor shall be paid to, an escrow agent pursuant to an escrow agreement in the form attached hereto as Exhibit B. Such delivery of and payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of Shearman & Sterling at 10:00 a.m., New York City time, on the Representativesdate the Confirmation Order becomes a Final Order and the Approved Plan becomes Effective, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date"; PROVIDED, HOWEVER, that the latest date upon which the Closing Date may occur shall be August 1, 1997 (the "Latest Possible Closing Date"). With respect to Securities to be delivered in definitive certificated form, the Company will make certificates for such Securities available for checking and packaging by the Initial Purchaser at the offices of Xxxxxxxxx & Company, Inc. in New York, New York, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeInitial Purchaser may designate, on the fourth business day following next preceding the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants . Securities to the Representatives the option to purchase all be represented by one or a portion of the Additional more definitive global Securities as may in book-entry form will be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives deposited on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. by or on behalf of the Company, with The Depository Trust Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one ("DTC") or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representativesits designated custodian, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes registered in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase name of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.Cede & Co.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyInitial Purchaser, and the Underwriters, severally and not jointly, agree Initial Purchaser agrees to purchase from the Company the number of Company, 20,000 Units set forth opposite the Underwriters’ names in Schedule 1 hereto. The at a purchase price per Unit to be paid by the Underwriters shall be $ . The initial public offering price of 100% of the Units shall be $ principal amount of Notes being issued and sold. Payment One or more certificates in definitive form for the Units by that the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option Initial Purchaser has agreed to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenantshereunder, and agreements of the Company herein contained, but subject to the terms in such denomination or denominations and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing the Initial Purchaser requests upon notice to the Company at least two full business days 24 hours prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one be delivered by or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination on behalf of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the RepresentativesInitial Purchaser, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt against payment by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% on behalf of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation Initial Purchaser of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed price therefor in accordance with the two preceding sentencesterms of this Agreement and the Preferred Units Purchase Agreement. Such delivery of and payment for the Units shall be made at the offices of Shearman & Sterling at 9:00 a.m., New York City time, on July 15, 1998, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date". With respect to Securities to be delivered in definitive certificated form, the Company shall have will make certificates for such Securities available for checking and packaging by the rightInitial Purchaser at the offices of Jefferies & Company, within the 24 hours next succeeding the 24-hour period above referred toInc. in New York, to make arrangements with New York, or at such other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units plaxx xx xxx Initial Purchaser may designate, on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone business day next preceding the Closing for not Date. Securities to be represented by one or more than seven business days after the date originally fixed as definitive global Securities in book-entry form will be deposited on the Closing in order for any necessary changes Date, by or on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase name of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.Cede & Co.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ per Unit (which represents a gross discount equal to ten percent (10%) of the price to be offered to the public), the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Company, certified or bank cashier’s checks drawn to the order of the Company, against either uncertificated delivery of Firm Units or of certificates therefor (which delivery, if certificated, shall take place in such location in Fort Lauderdale, Florida as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative at the address set forth on the first page of this Agreement, at 10:00 a.m., Eastern Standard time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Units are delivered at closing, the certificates for the Firm Units will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Underwriters to purchase from the Option Units at the price per Unit as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by the Representative to the Company setting forth the number of Option Units as to which the Underwriters are exercising the option, the names and denominations in which the Option Units are to be registered and the time and date at which certificates representing such Units are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set forth opposite the Closing Date as the Option Closing Date. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit Representative may cancel such option at any time prior to be paid its expiration by giving written notice of such cancellation to the Underwriters shall be $ Company. The initial public offering price of To the extent, if any, that the option is exercised, payment for the Option Units shall be $ . Payment for made on the Units Option Closing Date in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Underwriters shall be made by Company, or certified or official bank cashier’s check in clearing house funds, payable drawn to the order of the Company at for the offices Option Units to be sold by the Company in consideration either of uncertificated delivery of Option Units or delivery of certificates therefor (which delivery, if certificated, shall take place in such location in Fort Lauderdale, Florida as may be specified by the Representative) to the Representative for the several accounts of the RepresentativesUnderwriters. Except to the extent uncertificated Option Units are delivered at closing, or at the certificates for the Option Units will be delivered in such other place denominations and in Denver, Colorado such registrations as the Representatives shall determine Representative requests in writing not later than the second full business day prior to the Option Closing Date, and advise will be made available for inspection by the Company by Representative at least two full days’ notice in writing, upon delivery of the Units one business day prior to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Option Closing Date.” (d) In additionaddition to the sums payable to the Representative as provided elsewhere herein, the Company hereby grants Representative shall be entitled to receive at the Closing, for itself alone and not as Representative of the Underwriters, as additional compensation for its services, Representative’s Warrants for the purchase of up to 100,000 Units at a price of $ per Unit, which shall be equal to 165% of the price to be offered to the Representatives public, upon the option terms and subject to purchase all adjustment and exercise as described in the form of Representative’s Warrants filed as an exhibit to the Registration Statement. The Representative’s Warrants shall not be transferred, sold, assigned or a portion hypothecated by the holders thereof during the first twelve (12) months after the date hereof, except (i) to officers, directors, employees or partners of the Additional Securities as may be necessary to cover over-allotmentsRepresentative, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option Underwriters and Selected Dealers; (ii) by will; or (iii) by operation of law, and may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, in whole or in part at any time time, and from time to time on or before time, during the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered four (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day 4) year period after the date on which hereof. The Company agrees that it will upon request by the notice holders of not less than 50% of the exercise of Representative’s Warrants and/or underlying securities, one time only, within the option shall have been given nor later than the eighth business day period commencing twelve (12) months after the date hereof and for a period of four (4) years thereafter, cause the securities underlying the Representative’s Warrants to be the subject of a post-effective amendment, a new Registration Statement under the Act, or a Regulation A filing, if appropriate, so as to enable the Representative and/or the holders to offer publicly the securities underlying the Representative’s Warrants. The Company agrees to use its best efforts to register the securities as soon as possible and to file any such registration statement within thirty (30) days after receipt of such request. In addition, if during the period commencing twelve (12) months after the date hereof and for a period of four (4) years thereafter, if the Company shall register any of its securities for sale pursuant to a post-effective amendment, or a new Registration Statement under the Act (other than on which such Form S-8 or S-4) or otherwise register securities under the Act, the Company agrees to offer all of the holders of the Representative’s Warrants and/or the underlying securities the opportunity to register the underlying securities without cost to the holders thereof. In connection with these piggy back registration rights, the Company shall give all of the holders of the Representative’s Warrants and/or underlying securities notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check registered mail or overnight deliver (providing for proof of delivery in clearing house funds payable to the order of the Company at the offices of the Representatives, or at any such other place in Denver, Colorado as you shall determine and advise the Company by instance) at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full thirty (30) business days prior to the Closing Date filing of a post-effective amendment, a new Registration Statement under the Act or Additional other filing with the Commission. During such time as the Representative’s Warrants are outstanding, the Company agrees not to merge, reorganize, or take any action which would terminate the Representative’s Warrants without first making adequate provisions for the Representative’s Warrants. (e) At the Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to engage the Representatives, and the Representative as a non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, exclusive financial advisor to the Company for a two-year term at a fee of $60,000 per year, and in the event that the gross proceeds from the offering equal or exceed $5 million, the entire fee of $120,000 shall be payable on the Closing Date. Otherwise, the fee shall be payable monthly, with each payment due on the first business day of each calendar month. The financial advisory agreement will provide that the Representative shall, at the Company’s request, provide financial advisory services to the remaining Underwriters Company concerning potential merger and acquisition proposals and the obtaining of short or long-term financing for damages occasioned the Company, whether by its default hereunderpublic financing or otherwise.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriters and each Underwriter agrees, severally and not jointly, and to purchase, at a price of $7.44 per Unit (plus $0.24 per Unit which will be held in the UnderwritersTrust Fund (defined below) as deferred underwriter discount, severally and not jointlywhich is to be paid to the Underwriters upon consummation of the initial Business Combination), agree to purchase from the Company the number of Firm Units set forth opposite the Underwriters’ names name of each Underwriter in Schedule 1 hereto. The purchase price per Unit I hereof, subject to be paid by the Underwriters shall be $ . The initial public offering price of the Units shall be $ . adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units by the Underwriters shall to be sold hereunder is to be made by certified or official bank check in clearing house funds, payable Federal (same day) funds against delivery of certificates therefor to the order Representative for the several accounts of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the RepresentativesUnderwriters. Such payment and delivery and payment shall are to be made through the facilities of The Depository Trust Company (“DTC”), New York, New York at 10:00 a.m., Mountain TimeNew York time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, this Agreement or at such other place in Denver, Colorado time and date not later than five business days thereafter as you shall determine and advise the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by at least two full days’ notice law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in writingFederal (same day) funds, as follows: $119,125,000 (without giving effect to the over-allotment option) shall be deposited in the trust fund established by the Company for the benefit of the public securityholders as described in the Registration Statement (the “Trust Fund”) pursuant to the terms of the Trust Agreement (including $3,750,000 of which to be held in the Trust Fund as deferred discount to be paid to the Underwriters upon consummation of the initial Business Combination), and the remaining $875,000 of proceeds (representing $750,000 of offering expenses and $125,000 of the proceeds not required to be held in the Trust Fund), shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Additional Securities to you. Certificates Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you the Representative may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall will permit you the Representative to examine and package such certificates the Firm Units for delivery delivery, at least one full business day prior to any such closing with respect theretothe Closing Date. If The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for any reason one all the Firm Units. On or more Underwriters shall fail or refuse (otherwise than for a reason sufficient prior to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such UnderwriterClosing Date, the Company shall immediately give notice thereof will deposit in the Trust Fund the $4,000,000 of proceeds received by the Company as consideration for the sale of 4,000,000 Warrants at a purchase price of $1.00 per Warrant in a private placement prior to the RepresentativesClosing Date. (c) In addition, on the basis of the representations and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, warranties herein contained and subject to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such defaulting Underwriter or Underwriters agreed certificates are to purchasebe delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the non-defaulting Underwriters fail so date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to make be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such arrangements Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to all the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such Unitsoption at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, howeverif any, that the non-defaulting option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as follows: $7.44 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (plus $0.24 per Option Unit which will be held in the Trust Fund as deferred underwriting discount, which is to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to purchase the sell or deliver any Option Units which the defaulting Underwriter or Underwriters agreed to purchase in excess except upon tender of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred payment by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters Representative for damages occasioned by its default hereunderall such Option Units.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $0.91 per Unit (which price reflects an underwriter’s discount of 9%), the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Company, certified or bank cashier’s checks drawn to the order of the Company, against either uncertificated delivery of Firm Units or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representative) to the Representative for the several accounts of the Underwriters. Such payment is to be made at the offices of the Representative at the address set forth on the first page of this agreement, at 7:00 a.m., Pacific time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “CLOSING DATE.” (As used herein, “BUSINESS DAY” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Except to the extent uncertificated Firm Units are delivered at closing, the certificates for the Firm Units will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell hereby grants an option to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree Representative to purchase from the Option Units at the price per Unit as set forth in Section 2(a). The option granted hereby may be exercised in whole or in part by giving written notice: (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by the Representative to the Company setting forth the number of Option Units as to which the Representative is exercising the option, the names and denominations in which the Option Units are to be registered and the time and date at which certificates representing such Units are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “OPTION CLOSING DATE”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set forth opposite the Closing Date as the Option Closing Date. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit Representative may cancel such option at any time prior to be paid its expiration by giving written notice of such cancellation to the Underwriters shall be $ Company. The initial public offering price of To the extent, if any, that the option is exercised, payment for the Option Units shall be $ . Payment for made on the Units Option Closing Date in New York Clearing House funds and, at the option of the Representative, by bank wire to an account specified by the Underwriters shall be made by Company, or certified or official bank cashier’s check in clearing house funds, payable drawn to the order of the Company at for the offices Option Units to be sold by the Company in consideration either of the Representativesuncertificated delivery of Option Units or delivery of certificates therefor (which delivery, or at such other if certificated, shall take place in Denversuch location in New York, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities New York as may be necessary specified by the Representative) to cover over-allotmentsthe Representative for the several accounts of the Underwriters. Except to the extent uncertificated Option Units are delivered at closing, at the same purchase price per Additional Security certificates for the Option Units will be delivered in such denominations and in such registrations as the price per Unit provided for Representative requests in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor writing not later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any such closing with respect thereto. If the Option Closing Date, and will be made available for any reason inspection by the Representative at least one or more Underwriters shall fail or refuse business day prior to the Option Closing Date. (otherwise than for a reason sufficient d) In addition to justify the termination of this Agreement under sums payable to the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such UnderwriterRepresentative as provided elsewhere herein, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement Representative shall be automatically increased pro rata entitled to absorb receive at the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; providedClosing, however, that the non-defaulting Underwriters shall for itself alone and not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% as Representative of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunderUnderwriters, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such as additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentencescompensation for its services, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives a warrant for the purchase of such up to 270,000 Units on at a price of $1.20 per Unit, upon the terms herein set forth. In any such case, either and subject to adjustment and conversion as described in the Representatives or form of the Company shall have the right Representative’s Warrant filed as an exhibit to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite the Underwriters’ ' names in Schedule 1 hereto. The purchase price per Unit to be paid by the Underwriters shall be $ $5.40. The initial public offering price of the Units shall be $ $6.00. Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the RepresentativesSchnxxxxx Xxxurities, or Inc., 1120 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, xx at such other place in Denver, Colorado as the Representatives Representative shall determine and advise the Company by at least two full days’ ' notice in writing, upon delivery of the Units to the RepresentativesRepresentative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth third business day following the time of the initial public offering, as defined in Section 10(a)) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth (4th) business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the “"Closing Date.” " In addition, the Company hereby grants to the Representatives Representative the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th 45th day following the Effective Date of the Registration Statement, by written notice by the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the RepresentativesRepresentative, when such Additional Securities are to be delivered (such time and date are herein called an “"Additional Closing Date”"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the RepresentativesRepresentative. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the RepresentativesSchnxxxxx Xxxurities, or Inc., 1120 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx, xx at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ ' notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units Common Stock and Warrants and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the RepresentativesRepresentative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives Representative for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to may be made. If neither the non-non- defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyInitial Purchaser, and the Underwriters, severally and not jointly, agree Initial Purchaser agrees to purchase from the Company the number of Company, 140,000 Units set forth opposite the Underwriters’ names in Schedule 1 hereto. The at a purchase price per Unit to be paid by the Underwriters shall be $ . The initial public offering price of 91.75% of the Units shall be $ principal amount of Notes being issued and sold. Payment A provison for a fee has not been included, as the parties are in dispute as to the same One or more certificates in definitive form for the Units by that the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option Initial Purchaser has agreed to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenantshereunder, and agreements of the Company herein contained, but subject to the terms in such denomination or denominations and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing the Initial Purchaser requests upon notice to the Company at least two full business days 24 hours prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter delivered by or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part behalf of the Company to any non-defaulting Underwriterthe Initial Purchaser, except against payment by or on behalf of the Initial Purchaser of the purchase price for the Units. Such delivery of and payment for the Units shall be made at the offices of Mayer, Brown & Platt at 10:00 a.m., New York City time, on June 10, 0001, or at xxxx other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date". With respect to Securities to be delivered in definitive certificated form, the Company shall be liable will make certificates for actual expenses incurred such Securities available for checking and packaging by the Representatives as provided Initial Purchaser at the offices of Jefferies & Company, Inc. in Section 10 hereofNew York, New York, or at such other xxxxx xx the Initial Purchaser may designate, on the business day next preceding the Closing Date. Securities to be represented by one or more definitive global Securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and without any liability on registered in the part name of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.Cede & Co.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but the Company agrees to issue and sell to the Initial Purchasers and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersInitial Purchasers, severally and not jointly, and the Underwriters, acting severally and not jointly, agree to purchase from the Company the number of Units set forth opposite the Underwriters’ names in such Initial Purchaser's name on Schedule 1 heretohereto from the Company at a price of $930.6471 per Unit. The One or more certificates in definitive form for the Initial Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price per Unit therefor by wire transfer (same day funds), to be paid such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the Underwriters parties hereto shall be $ agree prior to the Closing Date. The initial public offering price Such delivery of and payment for the Units shall be $ . Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 10, 2000, or at such other place, time or date as the RepresentativesInitial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Initial Securities available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place in Denveras Deutsche Bank Securities Inc. may designate, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days 24 hours prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyInitial Purchaser, and the Underwriters, severally and not jointly, agree Initial Purchaser agrees to purchase from the Company the number of Units set forth opposite the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit to be paid by the Underwriters shall be $ . The initial public offering price Company, 156,900 of the Firm Units shall be $ . Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house fundsat 94% of their principal amount, payable to the order and 18,100 of the Company Firm Units at the offices 97% of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Datetheir principal amount.” (b) In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchaser to purchase up to some or any of the Optional Units at 94% of their principal amount. The option granted hereunder may be exercised at any time and time, on or before the 45th day following the date of the Offering Memorandum (the “Option Exercise Period”) upon written notice by the Initial Purchaser to the Company, which notice may be given from time to time on one or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Companymore occasions. Such notice shall set forth (i) the aggregate number amount of Additional Securities Optional Units as to which the option Initial Purchaser is being exercisedexercising the option, and (ii) the time, date and place at which such Optional Units will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date and, in such case, the term “Closing Date” shall refer to the time and date, as determined by date of delivery of the Representatives, when such Additional Securities are to be delivered (such Firm Units and the Optional Units). Such time and date are herein of delivery, if subsequent to the Closing Date, is called an the “Additional Closing Date”); provided, however, that no .” The Additional Closing Date shall be determined by the Initial Purchaser but, unless it is the Closing Date, shall be no earlier than the Closing Date nor earlier three and no later than the third eight full business day days after the date on which the Initial Purchaser exercises the option. The Initial Purchaser may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the exercise Company. (c) Delivery of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment payment for the Additional Securities Firm Units shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the RepresentativesMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 600 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, at 9:00 a.m., New York time, on February 16, 2007, or at such other place in Denver, Colorado date as you shall determine the Initial Purchaser and advise the Company may agree upon, such time and date being herein referred to as the “Closing Date.” The Firm Units shall be delivered on the Closing Date against payment of the purchase price therefore by at least two full days’ notice wire transfer of immediately available funds to an account specified in writingwriting to the Initial Purchaser by the Company. If requested by the Initial Purchaser, upon delivery of certificates one or more global securities representing the Additional Securities to you. Certificates for the Firm Units and any Additional Securities purchased shall be registered by the Trustee in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”), and credited to such name or names and in such authorized denominations accounts as you may request in writing the Initial Purchaser shall request, upon notice to the Company at least two full business days 48 hours prior to the Closing Date. (d) Delivery to the Initial Purchaser of and payment for the Optional Units shall be made on the Additional Closing Date in the same manner and in the same office as payment for the Firm Units. (e) On or Additional before the Closing Date, as applicable. The the Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing will deposit with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason the Paying Agent, in immediately available funds, an amount sufficient to justify satisfy payment in full of Interest on the termination Notes due and payable on each of the first two scheduled interest payment dates following the Closing Date (assuming, for purposes of such calculation, (i) the issuance and sale of all Optional Units, and (ii) the maximum amount of Additional Interest that would be payable on all Notes in the event that the Company failed to register any Registrable Securities for reasons other than a 415 Reduction, Section 2.1(d) of the Registration Rights Agreement or a suspension of registration permitted under Section 3(b) of the Registration Rights Agreement. For purposes of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter3(e), the Company shall immediately give notice thereof to the Representatives, terms “Paying Agent” and the non-defaulting Underwriters “Interest” shall have the right within 24 hours after meanings ascribed to such terms in the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives Indenture and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, “Additional Interest,” “Registrable Securities” and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company “415 Reduction” shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, meanings ascribed to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunderRights Agreement.

Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties, covenants, warranties and agreements of the Company covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ ________ per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds and, at the option of Paulxxx Xxxestment Company, Inc. by bank wire to an account specified by the Company, or certified or bank cashier's checks drawn to the order of the Company, against either uncertificated delivery of Firm Units or of certificates therefor (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by Paulxxx Xxxestment Company, Inc.) to Paulxxx Xxxestment Company, Inc. for the several accounts of the Underwriters. Such payment is to be made at the offices of Paulxxx (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees hereby grants an option to sell Paulxxx Xxxestment Company, Inc. to purchase the Option Units at the price per Unit as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 45 days after the date of this Agreement, by Paulxxx Xxxestment Company, Inc. to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company setting forth the number of Option Units as to which Paulxxx Xxxestment Company, Inc. is exercising the option, the names and denominations in which the Option Units are to be registered and the time and date at which certificates representing such Units are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by Paulxxx Xxxestment Company, Inc. but shall not be earlier than three nor later than ten full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set forth opposite the Closing Date as the Option Closing Date. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit Paulxxx Xxxestment Company, Inc. may cancel such option at any time prior to be paid its expiration by giving written notice of such cancellation to the Underwriters shall be $ Company. The initial public offering price of To the extent, if any, that the option is exercised, payment for the Option Units shall be $ . Payment for made on the Units Option Closing Date in New York Clearing House funds and, at the option of Paulxxx Xxxestment Company, Inc., by bank wire to an account specified by the Underwriters shall be made by Company, or certified or official bank cashier's check in clearing house funds, payable drawn to the order of the Company at for the offices Option Units to be sold by the Company in consideration either of the Representativesuncertificated delivery of Option Units or delivery of certificates therefor (which delivery, or at such other if certificated, shall take place in Denversuch location in New York, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities New York as may be necessary specified by Paulxxx Xxxestment Company, Inc.) to cover over-allotmentsPaulxxx Xxxestment Company, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject Inc. Except to the terms extent uncertificated Option Units are delivered at closing, the certificates for the Option Units and conditions herein set forth, at any time for the common stock and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when warrants comprising such Additional Securities are to Option Units will be delivered (in such time denominations and date are herein called an “Additional Closing Date”); providedin such registrations as Paulxxx Xxxestment Company, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor Inc. request in writing not later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one second full business day prior to any such closing with respect thereto. If the Option Closing Date, and will be made available for any reason inspection by Paulxxx Xxxestment Company, Inc. at least one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof business day prior to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Option Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunderDate.