Common use of Purchase, Sale and Delivery Clause in Contracts

Purchase, Sale and Delivery. of the Stock and the Representative's Warrants. (a) 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 issue and sell to the several Underwriters, and, the Underwriters, severally and not jointly, agree to purchase from the Company, the numbers of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The purchase price per share of the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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 forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of shares of Additional Stock as to which the Over-allotment Option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the Representative, when such shares of Additional Stock are to be delivered (each such time and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Warrants to purchase the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment for the Representative's Warrants shall be made on the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery. of the Stock Securities and the Representative's WarrantsWarrant Securities. (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 each Underwriter, and each Underwriter agrees to purchase from the several Underwriters, and, the UnderwritersCompany, severally and not jointly, agree to purchase from the Company, the numbers of shares number of Firm Stock Shares set forth opposite the respective names of the Underwriters in its name on Schedule I hereto. The 1 at a purchase price of $[ ] per share and the number of the Firm Stock to be paid by the several Underwriters shall be Warrants set opposite its name on Schedule 1 at a purchase price of $[____. The initial public offering price ] per share Warrant, in units consisting of the one Firm Stock shall be $_____. Payment Share and one Firm Warrant. (b) Certificates in definitive form for the Firm Stock by Securities that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be made delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase prices therefor by certified or official bank check in or checks drawn upon or by a New York Clearing House (next day) funds bank or by electronic wire transfer of next and payable in next-day funds, payable funds to the order of the Company, . Such delivery of and payment for the Firm Securities shall be made at the offices of Strasbourger Xxxxxxx Tulcin Counsel for the Representative, 000 Xxxxx Incorporated, 00 XxxxxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 at 9:30 A.M., New York City time on _____________, 1998, or at such other place in the New York City metropolitan area place, time or date as the Representative shall determine Underwriters and advise the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date. The Company will make such certificates for the Firm Securities available for checking and packaging by the Underwriters, at such offices as may be designated by the Representative, at least two full days' notice 24 hours prior to the Firm Closing Date. In lieu of physical delivery, the closing may occur by "DTC" delivery. (c) For the purpose of covering any over-allotments in writing, upon delivery connection with the distribution and sale of the Firm Stock Securities as contemplated by the Prospectus, the Company hereby grants to the Underwriters an option to purchase any or all of the Option Securities in units consisting of one Option Share and one Option Warrant, exercisable by the Representative on behalf of and for the respective accounts account of the Underwriters. Such The purchase price to be paid for any of the Option Securities shall be the same price per share or warrant as the price per share or warrant for the Firm Securities set forth above in paragraph (a) of this section 2. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 30 calendar days after the Firm Closing Date. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representative may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be made at 9:00 a.m., New York City local time, on determined by the third Representative but shall not be earlier than two business day following the time days or later than three business days after such exercise of the initial public offeringoption and, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with any event, shall not be earlier than the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative and the CompanyFirm Closing Date. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered set forth in such name notice, or names and in such authorized denominations other time on such other date as the Representative and the Company may request in writing at least two full business days prior to agree upon, is herein called the "Option Closing Date" with respect to such Option Securities. The Upon exercise of the option as provided herein, the Company shall permit the Representative become obligated to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) The Company hereby grants sell to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotmentsand, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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 each Underwriter shall become obligated to purchase from time to time on or before the forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice by the Representative to the Company. Such notice shall set forth , the aggregate number of shares of Additional Stock Option Securities as to which the Over-allotment Underwriter is then exercising its option. If the option is exercised as to all or any portion of the Option is being exercisedSecurities, the name or names certificates in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registereddefinitive form for such Option Securities, and the time and datepayment therefor, as determined by the Representative, when such shares of Additional Stock are to shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (each such time b) of this section 2, except that reference therein to the Firm Securities and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional the Firm Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice deemed, for purposes of the exercise of the Over-allotment this paragraph (c), to refer to such Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Securities and Option Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect theretorespectively. (cd) The On the Firm Closing Date, the Company hereby agrees to will further issue and sell to the Representative (individually and not as Underwriters or, at the representative direction of the several Underwriters) and/or its designees on , to bona fide officers of the Closing Date the Representative's Warrants to purchase the Warrant Shares Underwriters, for an aggregate purchase price of $100.00. Delivery 10, warrants (the "Underwriters' Warrants") entitling the holders thereof to purchase an aggregate of 105,000 Units, each consisting of one share of Common Stock and payment for the Representative's Warrants shall be made on the Closing Date. The Company shall deliver one redeemable warrant to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable purchase Common Stock for a period of four years commencing one years, such period to commence on the first anniversary of the Effective Date. The Underwriters' Warrants shall be exercisable at a price equal to 165% of the initial public offering price of the Units of Common Stock and Warrants offered to the public and shall contain terms and provisions more fully described herein below and as set forth more particularly in the warrant agreement relating to the Underwriters' Warrants to be executed by the Company on the Effective Date (the "Underwriters' Warrant Agreement"), including, but not limited to, (i) customary anti-dilution provisions, and (ii) prohibitions of mergers, consolidations or other reorganizations of or by the Company or the taking by the Company of other action during the five-year period following the Effective Date unless adequate provision is made to preserve, in substance, the rights and powers incidental to the Underwriters' Warrants. As provided in the Underwriters' Warrant Agreement, the Underwriters may designate that the Underwriters' Warrants be issued in varying amounts directly to bona fide officers of the Underwriters. As further provided, no sale, transfer, assignment, pledge or hypothecation of the Underwriters' Warrants shall be made for a period of 12 months from the date on which Effective Date, except (i) by operation of law or reorganization of the Registration Statement was declared effective under Company, or (ii) to the Securities Act at an initial Underwriters and bona fide partners or officers of the Underwriters and selling group members. The shares of Common Stock issuable upon exercise of the Underwriters' Warrants and the Warrants issuable upon exercise thereof are referred to herein as the "Underwriters' Warrant Shares"; and the Underwriters' Warrants, the Warrants issuable upon exercise thereof, and the Underwriters' Warrant Shares are collectively referred to herein as the "Underwriters' Securities." The redeemable warrant included in each Unit subject to the Underwriters' Warrants shall be identical to the redeemable warrants included in the Units offered to the public, except that the exercise price per Warrant Share equal to $______. (d) It is understood that the Representative may (but therefor shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery 165% of the Stock initial public offering price of the Units offered to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderpublic.

Purchase, Sale and Delivery. of the Stock and the Representative's Warrants. (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 several UnderwritersInitial Purchaser, and, and the Underwriters, severally and not jointly, agree Initial Purchaser agrees to purchase from the Company, the numbers Notes at a purchase price of shares of Firm Stock set forth opposite the respective names 97.750% of the Underwriters in Schedule I heretoaggregate principal amount thereof. The purchase price per share Delivery to the Initial Purchaser of the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment and payment for the Firm Stock by the Underwriters Notes shall be made by certified or official bank check in at a closing (the “Closing”) to be held at 10:00 a.m., New York Clearing House time, on June 7, 2011 (next daythe “Closing Date”) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the New York offices of Strasbourger Xxxxxxx Tulcin Xxxxx IncorporatedDay, 00 Xxxxxxxx000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 (or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior reasonably acceptable to the Closing Date. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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 forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of shares of Additional Stock as to which the Over-allotment Option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the Representative, when such shares of Additional Stock are to be delivered (each such time and date are hereinafter referred to as an "Additional Closing Date"Initial Purchaser); provided, however, that no Additional Closing Date shall be earlier than if the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other has not taken place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date because of a failure to satisfy one or more of the Representative's Warrants to purchase conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment for the Representative's Warrants Initial Purchaser in accordance with its terms, “Closing Date” shall be made mean 10:00 a.m. New York time on the Closing Datefirst business day following the satisfaction (or waiver) of all such conditions after notification by the Company to the Initial Purchaser of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Representative upon payment therefor, Initial Purchaser one or more certificates representing the Representative's Warrants Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. New York time one business day immediately preceding the Closing Date. Notes 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 registered in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.Cede & Co.

Purchase, Sale and Delivery. of the Stock Securities and the Representative's WarrantsWarrant Securities. (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 each Underwriter, and each Underwriter agrees to purchase from the several Underwriters, and, the UnderwritersCompany, severally and not jointly, agree to purchase from the Company, the numbers of shares number of Firm Stock Shares set forth opposite the respective names of the Underwriters in its name on Schedule I hereto. The 1 at a purchase price of $[ ] per share and the number of the Firm Stock to be paid by the several Underwriters shall be Warrants set opposite its name on Schedule 1 at a purchase price of $[____. The initial public offering price ] per share Warrant, in units consisting of the one Firm Stock shall be $_____. Payment Share and one Firm Warrant. (b) Certificates in definitive form for the Firm Stock by Securities that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be made delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase prices therefor by certified or official bank check in or checks drawn upon or by a New York Clearing House (next day) funds bank or by electronic wire transfer of next and payable in next-day funds, payable funds to the order of the Company, . Such delivery of and payment for the Firm Securities shall be made at the offices of Strasbourger Xxxxxxx Tulcin Counsel for the Representative, 000 Xxxxx Incorporated, 00 XxxxxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 at 9:30 A.M., New York City time on _____________, 1998, or at such other place in the New York City metropolitan area place, time or date as the Representative shall determine Underwriters and advise the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date. The Company will make such certificates for the Firm Securities available for checking and packaging by the Underwriters, at such offices as may be designated by the Representative, at least two full days' notice 24 hours prior to the Firm Closing Date. In lieu of physical delivery, the closing may occur by "DTC" delivery. (c) For the purpose of covering any over-allotments in writing, upon delivery connection with the distribution and sale of the Firm Stock Securities as contemplated by the Prospectus, the Company hereby grants to the Underwriters an option to purchase any or all of the Option Securities in units consisting of one Option Share and one Option Warrant, exercisable by the Representative on behalf of and for the respective accounts account of the Underwriters. Such The purchase price to be paid for any of the Option Securities shall be the same price per share or warrant as the price per share or warrant for the Firm Securities set forth above in paragraph (a) of this section 2. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 30 calendar days after the Firm Closing Date. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representative may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be made at 9:00 a.m., New York City local time, on determined by the third Representative but shall not be earlier than two business day following the time days or later than three business days after such exercise of the initial public offeringoption and, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with any event, shall not be earlier than the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative and the CompanyFirm Closing Date. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered set forth in such name notice, or names and in such authorized denominations other time on such other date as the Representative and the Company may request in writing at least two full business days prior to agree upon, is herein called the "Option Closing Date" with respect to such Option Securities. The Upon exercise of the option as provided herein, the Company shall permit the Representative become obligated to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) The Company hereby grants sell to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotmentsand, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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 each Underwriter shall become obligated to purchase from time to time on or before the forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice by the Representative to the Company. Such notice shall set forth , the aggregate number of shares of Additional Stock Option Securities as to which the Over-allotment Underwriter is then exercising its option. If the option is exercised as to all or any portion of the Option is being exercisedSecurities, the name or names certificates in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registereddefinitive form for such Option Securities, and the time and datepayment therefor, as determined by the Representative, when such shares of Additional Stock are to shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (each such time b) of this section 2, except that reference therein to the Firm Securities and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional the Firm Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice deemed, for purposes of the exercise of the Over-allotment this paragraph (c), to refer to such Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Securities and Option Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect theretorespectively. (cd) The On the Firm Closing Date, the Company hereby agrees to will further issue and sell to the Representative (individually and not as Underwriters or, at the representative direction of the several Underwriters) and/or its designees on , to bona fide officers of the Closing Date the Representative's Warrants to purchase the Warrant Shares Underwriters, for an aggregate purchase price of $100.00. Delivery 10, warrants (the "Underwriters' Warrants") entitling the holders thereof to purchase an aggregate of 90,000 Units, each consisting of one share of Common Stock and payment for the Representative's Warrants shall be made on the Closing Date. The Company shall deliver one redeemable warrant to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable purchase Common Stock for a period of four years commencing one years, such period to commence on the first anniversary of the Effective Date. The Underwriters' Warrants shall be exercisable at a price equal to 165% of the initial public offering price of the Units of Common Stock and Warrants offered to the public and shall contain terms and provisions more fully described herein below and as set forth more particularly in the warrant agreement relating to the Underwriters' Warrants to be executed by the Company on the Effective Date (the "Underwriters' Warrant Agreement"), including, but not limited to, (i) customary anti-dilution provisions, and (ii) prohibitions of mergers, consolidations or other reorganizations of or by the Company or the taking by the Company of other action during the five-year period following the Effective Date unless adequate provision is made to preserve, in substance, the rights and powers incidental to the Underwriters' Warrants. As provided in the Underwriters' Warrant Agreement, the Underwriters may designate that the Underwriters' Warrants be issued in varying amounts directly to bona fide officers of the Underwriters. As further provided, no sale, transfer, assignment, pledge or hypothecation of the Underwriters' Warrants shall be made for a period of 12 months from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. Effective Date, except (di) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf by operation of any Underwriters whose check law or checks shall not have been received by the Representative at the time of delivery reorganization of the Company, or (ii) to the Underwriters and bona fide partners or officers of the Underwriters and selling group members. The shares of Common Stock issuable upon exercise of the Underwriters' Warrants and the Warrants issuable upon exercise thereof are referred to be purchased by such Underwriter or herein as the "Underwriters. Any such payment by ' Warrant Shares"; and the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderUnderwriters' Warrants, the Warrants issuable upon exercise thereof, and the Underwriters' Warrant Shares are collectively referred to herein as the "Underwriters' Securities."

Purchase, Sale and Delivery. of the Stock Shares and the Representative's Representatives' ------------------------------------------------------------------ Warrants.. -------- (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 issue and sell to the several Underwriterseach Underwriter, and, the Underwritersand each Underwriter, severally and not jointly, agree agrees to purchase from the Company, the numbers Company at a price of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The purchase price per share of the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $[_____. Payment for _] per share of Common Stock (the "Offering Price"), that number of Firm Stock by Shares set forth in Schedule A opposite the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer name of next day fundssuch Underwriter, payable plus any ---------- additional number of Firm Shares which such Underwriter may become obligated to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock purchase pursuant to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) 11 hereof), or at such other time as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Closing Date.------- (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common SharesIn addition, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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, at the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase all or any time part of the Option Shares. The option granted hereby will expire thirty (30) days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement, if the Company has elected to rely on Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time on or before only for the fortypurpose of covering over-fifth day following allotments which may be made in connection with the date on which offering and distribution of the Registration Statement becomes effective under the Securities Act, by written Firm Shares upon notice by the Representative Representatives to the Company. Such notice shall set Company setting forth the aggregate number of shares of Additional Stock Option Shares as to which the Over-allotment Option is being exercised, several Underwriters are then exercising the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, option and the time and date, as determined by the Representative, when date of payment and delivery for any such shares of Additional Stock are to be delivered (each Option Shares. Any such time and date are hereinafter referred to as of delivery (an "Additional Option Closing Date"); provided, however, that no Additional Closing Date ) shall be earlier determined by the Representatives, but shall not be later than the Closing Date nor earlier than the second seven (7) full business day days after the date on which the notice of the exercise of the Over-allotment Option shall have been given said option, nor later than the eighth business day after the date on which such notice shall have been given. In the in any event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend as hereinafter defined, unless otherwise agreed upon by the Representatives and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Shares shall be delivered unless the Firm Shares shall be simultaneously delivered or distribution shall also be paid on the Additional Stock on the later theretofore have been delivered as herein provided. (c) Payment of the Additional Closing Date purchase price and the date on which such dividend or distribution is payable. Payment delivery of certificates for the shares of Additional Stock by the Underwriters Firm Shares shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxxxxxxx & Co. Inc., 000 Xxxxx Incorporated, 00 XxxxxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in as shall be agreed upon by the Representatives and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City metropolitan area time) on ___________________, 1999, or at such other time and date as shall be agreed upon by the Representatives and the Company, but not less than three (3) nor more than seven (7) full business days after the Effective Date (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price and delivery of certificates for such Option Shares shall be made at the above-mentioned offices of the Representatives or at such other place as shall be agreed upon by the Representatives and the Company on each Option Closing Date, as specified in the notice from the Representatives to the Company. Delivery of the certificates for the Shares shall be made to the Underwriters against payment by the Underwriters, severally and not jointly, of the purchase price for the Shares, to the order of the Company for the Shares, by New York Clearing House (next day) funds. In the event the option to purchase the Option Shares is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A hereto opposite the name of such ---------- Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representative Representatives in their discretion shall determine and advise the Company by at least two full days' notice in writing, upon delivery make to eliminate any sales or purchases of the shares of Additional Stock to the Underwriters' for their respective accountsfractional shares. Certificates for the shares of Additional Stock Shares shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such name or names and in such authorized denominations as the Representative Underwriters may request in writing a written notice delivered to the Company at least two full (2) business days prior to the Additional Closing Date with respect theretoor the relevant Option Closing Date, as the case may be. The Company shall permit the Representative to examine and package such certificates for delivery the Shares shall be made available to the Representatives at least one full the above-mentioned offices or such other place as the Representatives may designate for inspection, checking and packaging, no later than 9:30 a.m. (New York City time) on the last business day prior to the Additional Closing Date with respect theretoor the relevant Option Closing Date, as the case may be. (cd) The On the Closing Date, the Company hereby agrees to shall issue and sell to the Representative (individually and not as Representatives, the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Representatives' Warrants to purchase the Warrant Shares for an aggregate at a purchase price of $100.00. Delivery and payment for .0001 per warrant, which warrants shall entitle the Representative's Warrants shall be made on the Closing Dateholders thereof to purchase an aggregate of 280,000 shares of Common Stock. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Representatives' Warrants shall be exercisable for a period of four (4) years commencing at the beginning of the second year after their issuance and sale at a price equaling one year from hundred twenty percent (120%) of the date on which initial public offering price of the shares of Common Stock. The Representatives' Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.6 to the Registration Statement was declared effective under Statement. Payment for the Securities Act at an initial exercise price per Warrant Share equal to $______Representatives' Warrants shall be made on the Closing Date. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery. of the Stock Securities and the Representative's WarrantsWarrant Securities. (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 each Underwriter, and each Underwriter agrees to purchase from the several Underwriters, and, the UnderwritersCompany, severally and not jointly, agree to purchase from the Company, the numbers of shares number of Firm Stock Shares set forth opposite the respective names of the Underwriters in its name on Schedule I hereto. The 1 at a purchase price of $[ ] per share and the number of the Firm Stock to be paid by the several Underwriters shall be Warrants set opposite its name on Schedule 1 at a purchase price of $[____. The initial public offering price ] per share Warrant, in units consisting of the one Firm Stock shall be $_____. Payment Share and one Firm Warrant. (b) Certificates in definitive form for the Firm Stock by Securities that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be made delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase prices therefor by certified or official bank check in or checks drawn upon or by a New York Clearing House (next day) funds bank or by electronic wire transfer of next and payable in next-day funds, payable funds to the order of the Company, . Such delivery of and payment for the Firm Securities shall be made at the offices of Strasbourger Xxxxxxx Tulcin Counsel for the Representative, 000 Xxxxx Incorporated, 00 XxxxxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 at 9:30 A.M., New York City time on _____________, 1998, or at such other place in the New York City metropolitan area place, time or date as the Representative shall determine Underwriters and advise the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date. The Company will make such certificates for the Firm Securities available for checking and packaging by the Underwriters, at such offices as may be designated by the Representative, at least two full days' notice 24 hours prior to the Firm Closing Date. In lieu of physical delivery, the closing may occur by "DTC" delivery. (c) For the purpose of covering any over-allotments in writing, upon delivery connection with the distribution and sale of the Firm Stock Securities as contemplated by the Prospectus, the Company hereby grants to the Underwriters an option to purchase any or all of the Option Securities in units consisting of one Option Share and one Option Warrant, exercisable by the Representative on behalf of and for the respective accounts account of the Underwriters. Such The purchase price to be paid for any of the Option Securities shall be the same price per share or warrant as the price per share or warrant for the Firm Securities set forth above in paragraph (a) of this section 2. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 45 calendar days after the Firm Closing Date. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representative may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be made at 9:00 a.m., New York City local time, on determined by the third Representative but shall not be earlier than two business day following the time days or later than three business days after such exercise of the initial public offeringoption and, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with any event, shall not be earlier than the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative and the CompanyFirm Closing Date. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered set forth in such name notice, or names and in such authorized denominations other time on such other date as the Representative and the Company may request in writing at least two full business days prior to agree upon, is herein called the "Option Closing Date" with respect to such Option Securities. The Upon exercise of the option as provided herein, the Company shall permit the Representative become obligated to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) The Company hereby grants sell to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotmentsand, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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 each Underwriter shall become obligated to purchase from time to time on or before the forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice by the Representative to the Company. Such notice shall set forth , the aggregate number of shares of Additional Stock Option Securities as to which the Over-allotment Underwriter is then exercising its option. If the option is exercised as to all or any portion of the Option is being exercisedSecurities, the name or names certificates in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registereddefinitive form for such Option Securities, and the time and datepayment therefor, as determined by the Representative, when such shares of Additional Stock are to shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (each such time b) of this section 2, except that reference therein to the Firm Securities and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional the Firm Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice deemed, for purposes of the exercise of the Over-allotment this paragraph (c), to refer to such Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Securities and Option Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect theretorespectively. (cd) The On the Firm Closing Date, the Company hereby agrees to will further issue and sell to the Representative (individually and not as Underwriters or, at the representative direction of the several Underwriters) and/or its designees on , to bona fide officers of the Closing Date the Representative's Warrants to purchase the Warrant Shares Underwriters, for an aggregate purchase price of $100.00. Delivery 10, warrants to purchase Common Stock and payment for redeemable warrants to purchase Common Stock (the Representative's Warrants shall be made on "Underwriters' Warrants") entitling the Closing Date. The Company shall deliver holders thereof to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names purchase an aggregate of 90,000 shares of Common Stock and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable 90,000 redeemable warrants to purchase Common Stock for a period of four years commencing one years, such period to commence on the first anniversary of the Effective Date. The Underwriters' Warrants shall be exercisable at a price equal to 120% of the initial public offering price of the Common Stock and Warrants, respectively, and shall contain terms and provisions more fully described herein below and as set forth more particularly in the warrant agreement relating to the Underwriters' Warrants to be executed by the Company on the Effective Date (the "Underwriters' Warrant Agreement"), including, but not limited to, (i) customary anti-dilution provisions in the event of stock dividends, stock splits, mergers, sales of all or substantially all of the Company's assets, sales of stock below then prevailing market or exercise prices and other events, and (ii) prohibitions of mergers, consolidations or other reorganizations of or by the Company or the taking by the Company of other action during the five-year period following the Effective Date unless adequate provision is made to preserve, in substance, the rights and powers incidental to the Underwriters' Warrants. As provided in the Underwriters' Warrant Agreement, the Underwriters may designate that the Underwriters' Warrants be issued in varying amounts directly to bona fide officers of the Underwriters. As further provided, no sale, transfer, assignment, pledge or hypothecation of the Underwriters' Warrants shall be made for a period of 12 months from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. Effective Date, except (di) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf by operation of any Underwriters whose check law or checks shall not have been received by the Representative at the time of delivery reorganization of the Company, or (ii) to the Underwriters and bona fide partners or officers of the Underwriters and selling group members. The shares of Common Stock issuable upon exercise of the Underwriters' Warrants and the Warrants issuable upon exercise thereof are referred to be purchased by such Underwriter or herein as the "Underwriters. Any such payment by ' Warrant Shares"; and the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderUnderwriters' Warrants, the Warrants issuable upon exercise thereof, and the Underwriters' Warrant Shares are collectively referred to herein as the "Underwriters' Securities."

Purchase, Sale and Delivery. of the Stock and the Representative's Warrants. (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 several Underwriters, and, the Underwriterseach Underwriter, severally and not jointly, agree and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.45% of the numbers aggregate principal amount thereof, the aggregate principal amount of shares of Firm Stock the Notes set forth opposite the respective names of the Underwriters in Schedule I heretoopposite the name of such Underwriter, plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The purchase price per share Delivery to the Underwriters of the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment and payment for the Firm Stock by the Underwriters Notes shall be made by certified or official bank check in at a closing (the “Closing”) to be held at 10:00 a.m., New York Clearing House time, on June 19, 2012 (next daythe “Closing Date”) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the New York offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Hxxxx Lovells US LLP (or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior reasonably acceptable to the Closing Date. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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 forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of shares of Additional Stock as to which the Over-allotment Option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the Representative, when such shares of Additional Stock are to be delivered (each such time and date are hereinafter referred to as an "Additional Closing Date"Representatives); provided, however, that no Additional Closing Date shall be earlier than if the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other has not taken place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date because of a failure to satisfy one or more of the Representative's Warrants to purchase conditions specified in Section 5 hereof and this Agreement has not otherwise been terminated by the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment for the Representative's Warrants Representatives in accordance with its terms, “Closing Date” shall be made mean 10:00 a.m. New York time on the Closing Datefirst business day following the satisfaction (or waiver) of all such conditions after notification by the Company to the Representatives of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Representative upon payment therefor, Representatives for the respective accounts of the Underwriters of the Notes to be purchased by them one or more certificates representing the Representative's Warrants Notes in the name or definitive form, registered in such names and in such authorized denominations as the Representative Representatives may request, against payment by the Representatives of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Representatives at least two business days prior to the Closing. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that each Underwriter has authorized the Representative Representatives, for their respective accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Notes which they have agreed to purchase. The Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any and all the payments required pursuant to this Section 3 on behalf of any Underwriters Underwriter whose check or checks shall funds have not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any Closing Date, but such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of from its or their obligations hereunder.. The certificates representing the Notes in definitive form shall be made available to the Representatives for inspection at the New York offices of Hxxxx Lovells US LLP (or such other place as shall be reasonably acceptable to the Representatives) not later than 10:00 a.m. New York time one business day immediately 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 DTC or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. of the Stock and the Representative's Warrants.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, the number of Firm Units set forth opposite the name of each underwriter in Schedule I hereof, subject to adjustment 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 Representatives, 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 or certificated delivery of the Firm Units (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representatives) to the Representatives for the several accounts of the Underwriters. Such payment is to be made at the offices of Tonkon, Xxxx, Xxxxx, Marmaduke & Booth, 000 X.X. Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxx 00000-0000, at 7:00 a.m., Pacific time, on the third business day after the date on which the Commission under the Rules and Regulations declares effective the Registration Statement (the "Effective Date") or at such other time and date not later than five business days thereafter as the Representatives and the Company shall agree, 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 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 Representatives shall request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. (c) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell hereby grants an option to the several UnderwritersRepresentatives to purchase the Option Units at the price per Unit as set forth in paragraph (a) 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 Effective Date, andby the Representatives to the Company setting forth the number of Option Units as to which the Representatives are exercising the option, the Underwriters, severally names and not jointly, agree to purchase from denominations in which the Company, the numbers of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The purchase price per share of the Firm Stock Option Units are to be paid by registered and the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at which certificates representing such other time as shall Units are to be agreed upon between the Representative and the Companydelivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than ten full business days after the exercise of such delivery option, nor in any event prior to the Closing Date (such time and payment are hereinafter date being herein referred to as the "Option Closing Date." Certificates representing "). If the Firm Stock date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall be registered in such name or names and in such authorized denominations set the Closing Date as the Representative may request in writing at least two full business days prior to the Option Closing Date. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior option with respect to the Closing Date. (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options Units granted hereunder may be exercised only to cover over-allotments in the sale of shares the Firm Units by the Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option Representatives may be exercised by the Underwriters 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, cancel such option at any time and from time prior to time on or before the forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, its expiration by giving written notice by the Representative of such cancellation to the Company. Such notice shall set forth To the aggregate number of shares of Additional Stock as to which extent, if any, that the Over-allotment Option option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the Representative, when such shares of Additional Stock are to be delivered (each such time and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment payment for the shares of Additional Stock by the Underwriters Option Units shall be made by certified or official bank check on the Option Closing Date in New York Clearing House (next day) funds and, at the option of the Representatives, by certified or by electronic wire transfer of next day funds payable bank cashier's check drawn to the order of the Company or by bank wire to an account specified by the Company against delivery of certificates therefor at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx IncorporatedInvestment Company, 00 XxxxxxxxInc. ("Xxxxxxx"), Xxx Xxxx, Xxx Xxxx 00000, or at such other place in as set forth on the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery first page of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect theretothis Agreement. (cd) The Company hereby agrees to issue and sell In addition to the Representative (individually sums payable to the Representatives as provided elsewhere herein, the Representatives shall be entitled to receive at the Closing, for themselves alone and not as the representative representatives of the several Underwriters, as additional compensation for their services, purchase warrants (the "Representatives' Warrants") and/or its designees on for the Closing Date the Representative's Warrants purchase of up to purchase the Warrant Shares for an aggregate purchase 100,000 Units at a price of $100.00. Delivery and payment for the Representative's Warrants shall be made on the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $_________ per Unit, upon the terms and subject to adjustment as described in the form of Representatives' Warrants filed as an exhibit to the Registration Statement. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery. of the Stock and the Representative's Warrants. (a) On Upon the basis of the representations, warranties, covenants, warranties and agreements of the Company herein contained, but representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the several Underwriters, and, and each of the Underwriters, severally and not jointly, agree agrees to purchase from the Company, Company the respective numbers of shares of Firm Stock Securities set forth opposite the respective names of the Underwriters in Schedule I hereto. The A hereto opposite its name at a purchase price per share of $17.59 (the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof“Purchase Price”), or at such other time as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company shall permit is advised by the Representative Representatives that the Underwriters intend (i) to examine make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and package such certificates for delivery at least one full business day prior delivered and (ii) initially to offer the Closing Date. (b) The Firm Securities upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the Underwriters' Underwriters the Over-allotment Option option to purchase up to an aggregate of 100,000 Common Sharespurchase, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters on upon the basis of the representations, warranties, covenants, warranties and agreements of the Company herein contained, but representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or less than all of the Additional Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by the Representatives on behalf of the Underwriters at any time and from time to time on or before the forty-fifth thirtieth day following the date on which the Registration Statement becomes effective under the Securities Acthereof, by written notice by the Representative to the Company. Such Each such notice shall set forth the aggregate number of shares of Additional Stock Securities as to which the Over-allotment Option option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, exercised and the date and time and date, as determined by the Representative, when such shares of Additional Stock Securities are to be delivered (each any such date and time and date are hereinafter being herein referred to as an "Additional Closing Date"); “additional time of purchase”); provided, however, that no Additional Closing Date an additional time of purchase shall not be (i) earlier than the Closing Date nor earlier time of purchase (as defined below) or (ii) later than the second business day tenth Business Day after the date on which the notice of the exercise of the Over-allotment Option option shall have been given nor later than exercised. The number of Additional Securities to be sold to each Underwriter shall be the eighth business number which bears the same proportion to the aggregate number of Additional Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares). As used herein “Business Day” shall mean a day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as Stock Exchange (the Representative shall determine “NYSE”) is open for trading and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Warrants to purchase the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment for the Representative's Warrants shall be made on the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants commercial banks in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable City of New York are open for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______business. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery. of the Stock Notes and the Representative's Warrants. (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 several Underwriters, and, the Underwriters, severally and not jointly, agree to purchase from the Company, the numbers of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The purchase price per share of the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment for ______ principal amount of Firm Notes, Firm Warrants to purchase [_______] shares of Common Stock, and the Purchaser agrees to purchase (the "Purchase") from the Company $___________ principal amount of Firm Stock by Notes and Firm Warrants to purchase [_______] shares of Common Stock. (b) At the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order closing of the CompanyPurchase, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine Securities issued and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock sold to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, QIBs (as defined below) will be issued in Section 11(aglobal, registered form and Securities issued to Institutional Accredited Investors (as defined below) hereof (unless will be issued in registered form, in each case, in such time denomination or denominations and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may Purchaser shall request in writing upon notice to the Company at least two full business days 48 hours prior to the Closing Date, as the case may be, as instructed by the Purchaser. Each Security shall be delivered by or on behalf of the Company to the Trustee, against payment by the Purchaser of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. The closing of the Purchase shall be made at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, New Yorx 00000, xt 10:00 a.m. (New York time), on April 29, 2005, or at such other place, time or date as the Purchaser and the Company may agree, such time and date of delivery against payment being herein referred to as the "First Closing Date". The Purchaser shall on April 28, 2005 wire funds to the Escrow Account to purchase the Securities on the First Closing Date. The Company shall permit shall, upon receipt of the Representative Purchaser's written consent, authorize the Escrow Agent to examine and package such certificates release the Purchaser's Wired Funds for delivery at least one full business day prior the Closing. In the event the Closing does not occur as provided herein, the Company will direct the Escrow Agent to within three Business Days of the termination of this Agreement to return to the Closing DatePurchaser the amount tendered. (bc) The In addition, the Company hereby grants to the Underwriters' the Over-allotment Option Purchaser an option to purchase up to an aggregate $__ principal amount of 100,000 Option Notes and Option Warrants to purchase up to [_______] shares of Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock Stock. Such option is exercisable as provided for in this Section 3 hereof3. The Over-allotment Options option will expire 120 days after the First Closing Date and may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters whole or in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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 part from time to time on or before the forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice being given to the Company and to the Placement Agents by the Representative to the CompanyPurchaser. Such notice shall set forth the aggregate principal amount and/or number of shares of Additional Stock Option Securities as to which the Over-allotment Option option is being exercised, the name or names in which the certificates representing the Additional Stock Option Securities are to be registered, the authorized denominations in which the Additional Stock is Option Securities are to be registered, issued and the time date and datetime, as determined by the RepresentativePurchaser, when such shares of Additional Stock the Option Securities are to be delivered (each such time and date are hereinafter referred to as an "Additional Closing Date")delivered; provided, however, that no Additional Closing Date this date and time shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option option shall have been given exercised nor later than the eighth fifth business day after the date on which such notice the option shall have been givenexercised. In The Option Notes shall accrue interest as of the event First Closing Date, and the Company declares or pays a dividend or a distribution on purchase price of the Common Shares, whether in Option Notes shall be increased to include accrued interest from the form of cash, Common Shares, or other consideration, First Closing Date to the date prior to the Additional date of issuance. The date and time the Option Notes are delivered are sometimes referred to as an "Option Closing Date" and the First Closing Date and any Option Closing Date are sometimes each referred to as a "Closing Date". (d) Closing of and payment for the Option Securities shall be made at the place specified in paragraph (b) of this Section 3 (or at such other place as shall be determined by agreement between the Purchaser and the Company) at 10:00 a.m., New York City time, on such Option Closing Date. On such Option Closing Date, such dividend the Company shall deliver or distribution shall also cause to be paid on delivered the Additional Stock on certificates representing the later of Option Securities to the Additional Closing Date and the date on which such dividend Purchaser against payment to or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to upon the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to purchase price by wire transfer in immediately available funds. Upon Closing, the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may Purchaser shall request in writing at least two full business days prior to the Additional Closing Date with respect theretoaforesaid written notice. The For the purpose of expediting the checking and packaging of the certificates for the Option Securities, the Company shall permit make the Representative to examine and package such certificates representing the Option Securities available for delivery at least one full inspection by the Purchaser in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Warrants to purchase the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment for the Representative's Warrants shall be made on the such Option Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery. of the Stock and the Representative's Warrants. (a) On the basis of the --------------------------- representations, warranties, covenantswarranties and covenants contained in this Agreement, and agreements of the Company herein contained, but subject to the its terms and conditions herein set forthconditions, the Company agrees to issue and sell to the several Underwriterseach Initial Purchaser, and, the Underwriters, and each Initial Purchaser agrees severally and not jointly, agree jointly to purchase from the Company, the numbers of shares number of Firm Stock Shares set forth opposite the respective names of the Underwriters in its name on Schedule I hereto. The purchase price per share of for the Firm Stock to be paid by the several Underwriters Shares, shall be $____. The initial public offering price 24.25 per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Dateshare. The Company shall permit also agrees, subject to all the Representative terms and conditions set forth herein, to examine and package such certificates for delivery at least one full business day prior sell to the Closing Date. (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common SharesInitial Purchasers, as may be necessary to cover over-allotmentsand, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters on upon the basis of the representations, warranties, covenants, warranties and agreements of the Company herein contained, but contained and subject to all the terms and conditions herein set forthforth herein, the Initial Purchasers shall have the right to purchase from the Company, solely for the purpose of covering over-allotments in connection with sales of the Firm Shares, at the purchase price per Depository Share of $24.25, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to --------------------- time prior to 10:00 p.m., New York City time, on or before the forty-fifth 30th day following after the date of the Offering Memorandum (or, if such 30th day shall be a Saturday or Sunday or a holiday, on which the Registration Statement becomes effective under next business day thereafter when the Securities ActNew York Stock Exchange is open for trading), by written notice by up to an aggregate of 1,750,000 Additional Shares. Upon any exercise of the Representative over-allotment option, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company. Such notice shall set forth Company the number of Additional Shares (subject to such adjustments as the Initial Purchasers may determine in order to avoid fractional Depository Shares) that bears the same proportion to the aggregate number of shares of Additional Stock as to which the Over-allotment Option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the Representative, when such shares of Additional Stock are to be delivered (each such time and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Warrants to purchase the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment for the Representative's Warrants shall be made on the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by the Initial Purchasers as the number of Firm Shares set forth opposite the name of such Underwriter or Underwriters. Any such payment by Initial Purchaser on Schedule I hereto bears to the Representative shall not relieve any such Underwriter or Underwriters aggregate number of any of its or their obligations hereunderFirm Shares.

Purchase, Sale and Delivery. of the Stock Securities and the RepresentativeUnderwriter's ------------------------------------------------------------------- Warrants.. -------- (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 several UnderwritersUnderwriter, andand the Underwriter agrees, the Underwriters, severally and not jointly, agree to purchase from the Company, the numbers of shares number of Firm Stock Shares as set forth opposite the respective names its name on Schedule 1 annexed hereto, at a purchase price of $8.10 per share (10% discount of the Underwriters final offering price). (b) Certificates in Schedule I hereto. The purchase price per share of the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment definitive form for the Firm Stock by Securities that the Underwriters shall be made by certified have agreed to purchase hereunder, and in such denomination or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine denominations and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may Underwriters request in writing upon notice to the Company at least two full business days 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Underwriter, against payment by or on behalf of the Underwriters of the purchase prices therefor by wire transfer of immediately available funds to a bank account specified by the Company. Such delivery of the Firm Securities shall be made at the offices of Xxxxxxx, Savage, Kaplowitz, Wolf & Marcus, LLP, Counsel for the Underwriter, 000 Xxxx 00/xx/ Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Eastern Standard Time on ____________, 2002, within ten (10) business days from the Effective Date, or at such other place, time or date as the Underwriter and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificates for the Firm Securities available for checking and packaging by the Underwriter, at such offices as may be designated by the Underwriter, at least 24 hours prior to the Firm Closing Date. The Company shall permit In lieu of physical delivery, the Representative to examine and package such certificates for delivery at least one full business day prior to the Closing Dateclosing may occur by "DTC" delivery. (bc) The For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the Underwriters' the Over-allotment Option Underwriter an option to purchase up to an aggregate any or all of 100,000 Common the Option Shares, as may which options are exercisable by the Underwriter on behalf of and for the account of the Underwriter. The purchase price to be necessary to cover over-allotments, at paid for any of the Option Shares shall be the same purchase price per share for the Firm Securities set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within 45 calendar days after the Firm Closing Date. The Underwriter shall not be paid under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Underwriter may from time to time exercise the option granted hereby by the several Underwriters giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Shares as to which the Underwriter is then exercising the option and the date and time for delivery of and payment for such Option Shares. Any such date of delivery shall be determined by the Underwriter but shall not be earlier than two business days or later than three business days after such exercise of the option and, in any event, shall not be earlier than the Firm Stock 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 called the "Option Closing Date" with respect to such Option Shares. Upon exercise of the option as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only herein, the Company shall become obligated to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata sell to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters on the basis of the representationsUnderwriter, warrantiesand, covenants, and agreements of the Company herein contained, but 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 forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice by the Representative to the Company. Such notice shall set forth , the aggregate number of shares of Additional Stock Option Shares as to which the Over-allotment Underwriter is then exercising its option. If the option is exercised as to all or any portion of the Option is being exercisedShares, the name or names certificates in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registereddefinitive form for such Option Shares, and the time and datepayment therefor, as determined by the Representative, when such shares of Additional Stock are to shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (each such time b) of this Section 2, except that reference therein to the Firm Securities and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional the Firm Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice deemed, for purposes of the exercise of the Over-allotment this paragraph (c), to refer to such Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Shares and Option Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect theretorespectively. (cd) The On the Firm Closing Date, the Company hereby agrees to will further issue and sell to the Representative (individually and not as Underwriter or, at the representative direction of the several Underwriters) and/or its designees on Underwriter, to bona fide officers of the Closing Date the Representative's Warrants to purchase the Warrant Shares Underwriter, for an aggregate purchase price of $100.00. Delivery and payment for 10.00, warrants to purchase Common Stock (the Representative"Underwriter's Warrants shall be made on Warrant") entitling the Closing Date. The Company shall deliver holders thereof to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable purchase an aggregate of 135,000 shares of Common Stock for a period of four years commencing one years, such period to commence on the first anniversary of the Effective Date. The Underwriter's Warrant shall be exercisable at a price equal to 165% of the public offering price of the Common Stock, and shall contain terms and provisions more fully described herein below and as set forth more particularly in the warrant agreement relating to the Underwriter's Warrant to be executed by the Company on the Effective Date (the "Underwriter's Warrant Agreement"), including, but not limited to, (i) customary anti-dilution provisions in the event of stock dividends, split mergers, sales of all or substantially all of the Company's assets, sales of stock below then prevailing market or exercise prices and other events, and (ii) prohibitions of mergers, consolidations or other reorganizations of or by the Company or the taking by the Company of other action during the five-year period following the Effective Date unless adequate provision is made to preserve, in substance, the rights and powers incidental to the Underwriter's Warrant. As provided in the Underwriter's Warrant Agreement, the Underwriter may designate that the Underwriter's Warrant be issued in varying amounts directly to bona fide officers of the Underwriter. As further provided, no sale, transfer, assignment, pledge or hypothecation of the Underwriter's Warrant shall be made for a period of 12 months from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. Effective Date, except (di) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf by operation of any Underwriters whose check law or checks shall not have been received by the Representative at the time of delivery reorganization of the Stock Company, or (ii) to be purchased by such the Underwriter or Underwriters. Any such payment by and bona fide partners, officers (not directors) of the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderand selling group members.

Purchase, Sale and Delivery. of the Stock and the Representative's Warrants. (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 several UnderwritersUnderwriter, and, and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company, the numbers of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The Shares at a purchase price of $11.16 per share of Share (the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. “Share Purchase Price”). (b) Payment for the Firm Stock Shares to be sold by the Underwriters Company shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order Company in federal or other funds immediately available at such place in Los Angeles, California as you shall designate against delivery of such Firms Shares for the account of the Underwriter through the facilities of The Depository Trust Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such payment and delivery and payment shall be made at 9:00 a.m.10:00 A.M., New York City local time, on the third business day following the time of the initial public offeringFebruary 1, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof)2007, or at such other time on the same day or such other date, not later than February 8, 2007, as shall be agreed upon between the Representative you and the CompanyCompany shall agree upon. The time and date of such payment and delivery and payment are hereinafter referred to as the "“Firm Shares Closing Date." Certificates representing the ” (c) The Firm Stock Shares shall be registered in such name or names and in such authorized denominations as the Representative may you shall request in writing at least not later than two full business days prior to the Firm Shares Closing Date. The Firm Shares shall be delivered to you through the facilities of The Depository Trust Company shall permit on the Representative Firm Shares Closing Date for the account of the Underwriter, with any transfer taxes payable in connection with the transfer of the Firm Shares to examine and package the Underwriter duly paid, against payment of the purchase price therefor. For the purpose of expediting the checking of the certificates, if any, for the Firm Shares by you, the Company agrees to make such certificates available to you for delivery such purpose at least one full business day prior to preceding the Closing Datetime of purchase. (bd) The In addition, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters' Underwriter, the Over-allotment Option option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotments, 150,000 Additional Shares at the same purchase price per share to be paid by the several Underwriters Underwriter to the Company for the Firm Stock Shares as provided set forth in Section 3(b) hereof, for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover the sole purpose of covering over-allotments allotments, if any, in the sale of shares Firm Shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I heretoUnderwriter. The Over-allotment Option This option may be exercised by the Underwriters 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 time, in whole or in part, on or before the forty-fifth 30th day following the date on which of the Registration Statement becomes effective under the Securities ActFinal Prospectus, by written notice by the Representative to the CompanyCompany from the Underwriter. Such notice shall set forth the aggregate number of shares of Additional Stock Shares as to which the Over-allotment Option option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, exercised and the time date and datetime, as reasonably determined by the RepresentativeUnderwriter, when such shares of the Additional Stock Shares are to be delivered (each such date and time and date are hereinafter being herein sometimes referred to as an "the “Additional Closing Date"”); provided, however, that no the Additional Closing Date shall not be earlier than the Closing Date nor or, if thereafter, earlier than the second third full business day after the date on which the notice of the exercise of the Over-allotment Option 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 givenexercised. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional The Firm Shares Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of Date and the Additional Closing Date and are sometimes referred to, individually, as a “Closing Date” and, together, as the date on which such dividend or distribution is payable. “Closing Dates.” (e) Payment of the purchase price for the shares of Additional Stock by the Underwriters Shares shall be made by certified or official bank check on the Additional Closing Date in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company same manner and at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area same office as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates payment for the shares of Firm Shares. The Additional Stock Shares shall be registered in such name or names and in such authorized denominations as the Representative may you shall request in writing at least not later than two full business days prior to the Additional Closing Date with respect theretoDate. The Additional Shares shall be delivered to you through the facilities of The Depository Trust Company shall permit on the Representative Additional Closing Date for the account of the Underwriter, with any transfer taxes payable in connection with the transfer of the Additional Shares to examine and package the Underwriter duly paid, against payment of the purchase price therefor. For the purpose of expediting the checking of the certificates for the Additional Shares by you, the Company agrees to make such certificates available to you for delivery such purpose at least one full business day prior to preceding the Additional Closing Date with respect theretoDate. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Warrants to purchase the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment for the Representative's Warrants shall be made on the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery. of the Stock and the Representative's Warrants.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, the number of Firm Units set forth opposite the name of each underwriter in Schedule I hereof, subject to adjustment 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 Representatives, 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 or certificated delivery of the Firm Units (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representatives) to the Representatives for the several accounts of the Underwriters. Such payment is to be made at the offices of Tonkon, Xxxx, Xxxxx, Marmaduke & Booth, 000 X.X. Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxx 00000-0000, at 7:00 a.m., Pacific time, on the third business day after the date on which the Commission under the Rules and Regulations declares effective the Registration Statement (the "Effective Date") or at such other time and date not later than five business days thereafter as the Representatives and the Company shall agree, 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 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 Representatives shall request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. (c) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell hereby grants an option to the several UnderwritersRepresentatives to purchase the Option Units at the price per Unit as set forth in paragraph (a) 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 Effective Date, andby the Representatives to the Company setting forth the number of Option Units as to which the Representatives are exercising the option, the Underwriters, severally names and not jointly, agree to purchase from denominations in which the Company, the numbers of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The purchase price per share of the Firm Stock Option Units are to be paid by registered and the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at which certificates representing such other time as shall Units are to be agreed upon between the Representative and the Companydelivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than ten full business days after the exercise of such delivery option, nor in any event prior to the Closing Date (such time and payment are hereinafter date being herein referred to as the "Option Closing Date." Certificates representing "). If the Firm Stock date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall be registered in such name or names and in such authorized denominations set the Closing Date as the Representative may request in writing at least two full business days prior to the Option Closing Date. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior option with respect to the Closing Date. (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options Units granted hereunder may be exercised only to cover over-allotments in the sale of shares the Firm Units by the Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option Representatives may be exercised by the Underwriters 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, cancel such option at any time and from time prior to time on or before the forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, its expiration by giving written notice by the Representative of such cancellation to the Company. Such notice shall set forth To the aggregate number of shares of Additional Stock as to which extent, if any, that the Over-allotment Option option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the Representative, when such shares of Additional Stock are to be delivered (each such time and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment payment for the shares of Additional Stock by the Underwriters Option Units shall be made by certified or official bank check on the Option Closing Date in New York Clearing House (next day) funds and, at the option of the Representatives, by certified or by electronic wire transfer of next day funds payable bank cashier's check drawn to the order of the Company or by bank wire to an account specified by the Company against delivery of certificates therefor at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx IncorporatedInvestment Company, 00 XxxxxxxxInc. ("Xxxxxxx"), Xxx Xxxx, Xxx Xxxx 00000, or at such other place in as set forth on the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery first page of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect theretothis Agreement. (cd) The Company hereby agrees to issue and sell In addition to the Representative (individually sums payable to the Representatives as provided elsewhere herein, the Representatives shall be entitled to receive at the Closing, for themselves alone and not as the representative representatives of the several Underwriters, as additional compensation for their services, purchase warrants (the "Representatives' Warrants") and/or its designees on for the Closing Date the Representative's Warrants purchase of up to purchase the Warrant Shares for an aggregate purchase 130,000 Units at a price of $100.00. Delivery and payment for the Representative's Warrants shall be made on the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $_________ per Unit, upon the terms and subject to adjustment as described in the form of Representatives' Warrants filed as an exhibit to the Registration Statement. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery. The Company is advised by the Representatives that the Underwriters propose to make a public offering of their respective portions of the Stock and Underwriters' Securities as soon after this Agreement is entered into as in the Representative's Warrants. (a) On the basis Representatives' judgment is advisable. The terms of the representations, warranties, covenantspublic offering of the Underwriters' Securities are set forth in the Prospectus. Payment of the purchase price for, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, anddelivery of, the Underwriters, severally and not jointly, agree to purchase from the Company, the numbers of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The purchase price per share of the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters ' Securities shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day the funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, place or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local timeplaces, on the third business day following date and at the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c10) hereof), specified in Schedule II to the Special Provisions or at such other time or place as shall be agreed upon between by the Representative Representatives and the Company. The Company (such time and date of such delivery and payment are hereinafter being referred to as the "Closing Date." Certificates representing Time"). Except as otherwise specified in Schedule II to the Firm Stock Special Provisions, payment shall be made to the Company by certified or official bank check or checks payable to the order of the Company against delivery to the Representatives for the respective accounts of the Underwriters of the Underwriters' Securities to be purchased by them. Such Underwriters' Securities shall be in such denominations and registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days prior to the Closing DateTime. The Such Underwriters' Securities, which may be in temporary form, will be made available for examination and packaging by the Representatives in New York City or at such other place as shall be agreed upon by the Representatives and the Company shall permit on or before the Representative to examine and package such certificates for delivery at least one full first business day prior to the Closing Date. (b) The Company hereby grants Time. If so provided in Schedule II to the Underwriters' Special Provisions, the Over-allotment Option Underwriters may solicit offers to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to Contract Securities from the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only pursuant to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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 forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of shares of Additional Stock as to which the Over-allotment Option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the Representative, when such shares of Additional Stock are to be delivered delayed delivery contracts (each such time and date are hereinafter referred to as an "Additional Closing DateDelayed Delivery Contracts"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether ) substantially in the form of cashAnnex I hereto with such changes therein as the Company may approve. As compensation for arranging Delayed Delivery Contracts, Common Shares, or other consideration, prior the Company will pay to the Additional Representatives at Closing DateTime, such dividend or distribution shall also be paid on for the Additional Stock on the later accounts of the Additional Underwriters, the fee set forth in Schedule II to the Special Provisions in respect of the principal amount of Contract Securities. Any Delayed Delivery Contracts are to be with institutional investors of the types set forth in the Prospectus. At Closing Date and Time, the date on which such dividend or distribution is payable. Payment Company will enter into Delayed Delivery Contracts (each for not less than the shares minimum principal amount of Additional Stock Contract Securities per Delayed Delivery Contract specified in Schedule II to the Special Provisions) with all purchasers proposed by the Underwriters shall be made and previously approved by certified or official bank check the Company as provided below, but not for an aggregate principal amount of Contract Securities in New York Clearing House (next day) funds or by electronic wire transfer excess of next day funds payable that specified in Schedule II to the order Special Provisions. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts. The Representatives will submit to the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx IncorporatedCompany, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full three business days prior to the Additional Closing Date Time, the names of any institutional investors with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Warrants to purchase the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment for the Representative's Warrants shall be made on the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It it is understood proposed that the Representative may (but shall not be obligated to) make any Company will enter into Delayed Delivery Contracts and all the payments required pursuant to this Section 3 on behalf principal amount of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock Contract Securities to be purchased by such Underwriter or Underwriters. Any such payment each of them, and the Company will advise the Representatives at least two business days prior to Closing Time of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Representative Company and the principal amount of Contract Securities to be covered by each such Delayed Delivery Contract. The principal amount of Offered Securities agreed to be purchased by the respective Underwriters as set forth in Schedule I to the Special Provisions shall not relieve any such be reduced by the principal amount of Offered Securities covered by Delayed Delivery Contracts, as to each Underwriter or as set forth in a written notice delivered by the Representatives to the Company; PROVIDED, HOWEVER, that the total principal amount of Offered Securities to be purchased by all Underwriters shall be the total amount of any Offered Securities set forth in Schedule I to the Special Provisions, less the principal amount of its or their obligations hereunderOffered Securities covered by Delayed Delivery Contracts.

Purchase, Sale and Delivery. of the Stock and the Representative's Warrants. (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 several UnderwritersInitial Purchasers, and, and the Underwriters, severally and not jointly, Initial Purchasers agree to purchase from the Company, the numbers Securities at a purchase price of shares of Firm Stock set forth opposite the respective names 97.045% of the Underwriters in Schedule I heretoaggregate principal amount thereof. The purchase price per share Delivery to the Initial Purchasers of the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment and payment for the Firm Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment Securities shall be made at 9:00 a closing (the “Closing”) to be held at 10:00 a.m., New York City local time, on February 14, 2011 (the third business day following “Closing Date”) at the time Houston, Texas offices of the initial public offering, as defined in Section 11(a) hereof Xxxxxx & Xxxxxxx LLP (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time place as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior reasonably acceptable to the Closing Date. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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 forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of shares of Additional Stock as to which the Over-allotment Option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the Representative, when such shares of Additional Stock are to be delivered (each such time and date are hereinafter referred to as an "Additional Closing Date"Initial Purchasers); provided, however, that no Additional Closing Date shall be earlier than if the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other has not taken place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date because of a failure to satisfy one or more of the Representative's Warrants conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by the Initial Purchasers in accordance with its terms, “Closing Date” shall mean 10:00 a.m. New York time on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to purchase the Warrant Shares for an aggregate purchase price Initial Purchasers of $100.00the satisfaction (or waiver) of such conditions. Delivery and payment for the Representative's Warrants shall Notes to be made 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 registered in the name of Cede & Co. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants Initial Purchasers beneficial interests in the name or Notes held at DTC, registered in such names and in such authorized denominations as the Representative Initial Purchasers may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such , against payment by the Representative Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the Closing. Signed copies of the Notes in definitive form shall be made available to the Initial Purchasers for inspection at the Houston, Texas offices of Xxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderlater than 10:00 a.m. New York time one business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. of the Stock Securities and the Representative's Underwriters' Warrants. (a) On the basis of the representations, warranties, covenantsagreements and covenants herein contained and subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to the Underwriters, and agreements the Underwriters agree, to purchase from the Company, the number of Firm Shares as set forth opposite its name on Schedule 1 annexed hereto, at a purchase price of $___ per share and (ii) the Company agrees to issue to the Underwriters at no cost, and the Underwriters agree to distribute to doctors affiliated with the Company as described in the Prospectus at no cost, the Free Shares.. (b) Certificates in definitive form for the Firm Shares that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase prices therefor by wire transfer of immediately available funds to a bank account specified by the Company. Certificates in definitive form for the Free Shares that the Underwriters have agreed to distribute shall be delivered by or behalf of the Company to the Underwriters in the names and in the denominations determined by the Company. Such delivery of the Firm Shares shall be made at the offices of Counsel for the Underwriters, 101 East 52nd Street, New York, New York at 9:30 A.M., New York City xxxx xx ______, 0000, xxxxxx xxx (00) xxsiness days from the Effective Date, or at such other place, time or date as the Underwriters and the Company may agree upon, such time and date of delivery against payment being herein containedreferred to as the "Firm Closing Date." The Company will make such certificates for the Firm Shares available for checking and packaging by the Underwriters, at such offices as may be designated by the Underwriters, at least 24 hours prior to the Firm Closing Date. In lieu of physical delivery, the closing may occur by "DTC" delivery. (c) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company hereby grants to the Underwriters an option to purchase any or all of the Option Shares, which options are exercisable by the Underwriters on behalf of and for the account of the Underwriters. The purchase price to be paid for any of the Option Shares shall be the same price per share for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within 45 calendar days after the Firm Closing Date. The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Underwriters may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Shares. Any such date of delivery shall be determined by the Underwriters but shall not be earlier than two business days or later than three business days after such exercise of the option and, in any event, shall not be 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 Underwriters and the Company may agree upon, is herein called the "Option Closing Date" with respect to such Option Shares. Upon exercise of the option as provided herein, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, and, the Underwriters, severally and not jointly, agree Underwriters shall become obligated to purchase from the Company, the numbers of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The purchase price per share of the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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 forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of shares of Additional Stock as to which the Over-allotment Underwriters are then exercising its option. If the option is exercised as to all or any portion of the Option is being exercisedShares, the name or names certificates in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registereddefinitive form for such Option Shares, and the time and datepayment therefor, as determined by the Representative, when such shares of Additional Stock are to shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (each such time b) of this Section 2, except that reference therein to the Firm Shares and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional the Firm Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice deemed, for purposes of the exercise of the Over-allotment this paragraph (c), to refer to such Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Shares and Option Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect theretorespectively. (cd) The On the Firm Closing Date, the Company hereby agrees to will further issue and sell to the Representative (individually and not as Underwriters or, at the representative direction of the several Underwriters) and/or its designees on , to bona fide officers of the Closing Date the Representative's Warrants to purchase the Warrant Shares Underwriters, for an aggregate purchase price of $100.00. Delivery and payment for 10, warrants to purchase Common Stock (the Representative's Warrants shall be made on "Underwriters' Warrant") entitling the Closing Date. The Company shall deliver holders thereof to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable purchase an aggregate of 100,000 shares of Common Stock for a period of four years commencing one years, such period to commence on the first anniversary of the Effective Date. The Underwriters' Warrant shall be exercisable at a price equal to 165% of the public offering price of the Common Stock, and shall contain terms and provisions more fully described herein below and as set forth more particularly in the warrant agreement relating to the Underwriters' Warrant to be executed by the Company on the Effective Date (the "Underwriters' Warrant Agreement"), including, but not limited to, (i) customary anti-dilution provisions in the event of stock dividends, split mergers, sales of all or substantially all of the Company's assets, sales of stock below then prevailing market or exercise prices and other events, and (ii) prohibitions of mergers, consolidations or other reorganizations of or by the Company or the taking by the Company of other action during the five-year period following the Effective Date unless adequate provision is made to preserve, in substance, the rights and powers incidental to the Underwriters' Warrant. As provided in the Underwriters' Warrant Agreement, the Underwriters may designate that the Underwriters' Warrant be issued in varying amounts directly to bona fide officers of the Underwriters. As further provided, no sale, transfer, assignment, pledge or hypothecation of the Underwriters' Warrant shall be made for a period of 12 months from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. Effective Date, except (di) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf by operation of any Underwriters whose check law or checks shall not have been received by the Representative at the time of delivery reorganization of the Stock Company, or (ii) to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters and bona fide partners, officers of any of its or their obligations hereunderthe Underwriters and selling group members.

Purchase, Sale and Delivery. of the Stock and the Representative's Warrants.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, the number of Firm Units set forth opposite the name of each underwriter in Schedule I hereof, subject to adjustment 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 Representatives, 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 or certificated delivery of the Firm Units (which delivery, if certificated, shall take place in such location in New York, New York as may be specified by the Representatives) to the Representatives for the several accounts of the Underwriters. Such payment is to be made at the offices of Tonkon, Xxxx, Xxxxx, Marmaduke & Booth, 000 X.X. Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxx 00000-0000, 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 the Representatives and the Company shall agree, 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 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 Representatives shall request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. (c) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell hereby grants an option to the several UnderwritersRepresentatives to purchase the Option Units at the price per Unit as set forth in paragraph (a) 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, andby the Representatives to the Company setting forth the number of Option Units as to which the Representatives are exercising the option, the Underwriters, severally names and not jointly, agree to purchase from denominations in which the Company, the numbers of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The purchase price per share of the Firm Stock Option Units are to be paid by registered and the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at which certificates representing such other time as shall Units are to be agreed upon between the Representative and the Companydelivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than ten full business days after the exercise of such delivery option, nor in any event prior to the Closing Date (such time and payment are hereinafter date being herein referred to as the "Option Closing Date." Certificates representing "). If the Firm Stock date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall be registered in such name or names and in such authorized denominations set the Closing Date as the Representative may request in writing at least two full business days prior to the Option Closing Date. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior option with respect to the Closing Date. (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options Units granted hereunder may be exercised only to cover over-allotments in the sale of shares the Firm Units by the Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option Representatives may be exercised by the Underwriters 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, cancel such option at any time and from time prior to time on or before the forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, its expiration by giving written notice by the Representative of such cancellation to the Company. Such notice shall set forth To the aggregate number of shares of Additional Stock as to which extent, if any, that the Over-allotment Option option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the Representative, when such shares of Additional Stock are to be delivered (each such time and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment payment for the shares of Additional Stock by the Underwriters Option Units shall be made by certified or official bank check on the Option Closing Date in New York Clearing House (next day) funds and, at the option of the Representatives, by certified or by electronic wire transfer of next day funds payable bank cashier's check drawn to the order of the Company or by bank wire to an account specified by the Company against delivery of certificates therefor at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx IncorporatedInvestment Company, 00 XxxxxxxxInc. ("Xxxxxxx"), Xxx Xxxx, Xxx Xxxx 00000, or at such other place in as set forth on the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery first page of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect theretothis Agreement. (cd) The Company hereby agrees to issue and sell In addition to the Representative (individually sums payable to the Representatives as provided elsewhere herein, the Representatives shall be entitled to receive at the Closing, for themselves alone and not as the representative representatives of the several Underwriters, as additional compensation for their services, purchase warrants (the "Representatives' Warrants") and/or its designees on for the Closing Date the Representative's Warrants purchase of up to purchase the Warrant Shares for an aggregate purchase 100,000 Units at a price of $100.00. Delivery and payment for the Representative's Warrants shall be made on the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $_________ per Unit, upon the terms and subject to adjustment as described in the form of Representatives' Warrants filed as an exhibit to the Registration Statement. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery. of the Stock and the Representative's Warrants. (a) Additional Stock. ------------------------------------------------------------------- On the basis of the representations, warranties, covenants, and agreements of the Company herein containedCompany, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, and, and the Underwriters, severally and not jointly, agree to purchase from the Company, the numbers of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I attached hereto. The purchase price per share of the Firm Stock to be paid by the several Underwriters shall be $_____________. The initial public offering price per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters shall be made by certified or official bank check in or checks drawn upon or by a New York Clearing House (next day) funds bank, or by electronic wire transfer of next transfer, and payable in next-day funds, payable funds to the order of the Company, Company at the offices of Strasbourger Xxxxxxx Tulcin Bros., L.P., 000 Xxxxx IncorporatedXxxxxx - 25th Floor, 00 XxxxxxxxNew York, Xxx Xxxx, Xxx Xxxx 00000New York, or at such other place in the New York City metropolitan area as the Representative you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative you for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 10:00 a.m., New York City local time, on the third business day following the time of the initial public offeringFebruary __, as defined in Section 11(a) hereof 2000 (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative you and the Company. The time and date of such delivery and payment are hereinafter referred to as herein called the "Closing Date." Certificates representing for the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative you may request in writing at least two full business days days' prior to the Closing Date. The Company shall permit the Representative you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) The . In addition, the Company hereby grants to the Underwriters' several Underwriters the Over-allotment Option option to purchase up to an aggregate all or a portion of 100,000 Common Shares, the Additional Stock as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof3. The Over-allotment Options Additional Stock shall be purchased by the several Underwriters from the Company as provided herein, pro rata in accordance with the ratio which the number of shares of Stock set forth opposite such Underwriter's name on Schedule I bears to the total number of shares of Stock, subject to adjustment to avoid fractional shares. This option may be exercised only to cover over-over- allotments in the sale of shares by the several Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option This option may be exercised by the Underwriters you 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 forty-fifth day following the effective date on which of the Registration Statement becomes effective under the Securities ActStatement, by written notice by the Representative you to the Company. Such notice shall set forth the aggregate number of shares of Additional Stock as to which the Over-allotment Option option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, exercised and the time and date, as determined by the Representativeyou, when such shares of Additional Stock are is to be delivered (each such time and date are hereinafter referred to as herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the -------- ------- Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option option shall have been given nor later than the eighth third business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in or checks drawn upon or by a New York Clearing House (next day) funds bank, or by electronic wire transfer of next transfer, and payable in next-day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx IncorporatedBros., 00 XxxxxxxxL.P., Xxx Xxxx800 Third Avenue, Xxx Xxxx 00000New York, New York, or at such other place in the New York City metropolitan area Metropolitan Area as the Representative you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to you for the respective accounts of the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative you may request in writing at least two full business days days' prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Warrants to purchase the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment for the Representative's Warrants shall be made on the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery. of the Stock and the Representative's Warrants. (a) On the basis of the representations, warranties, covenantswarranties and covenants contained in this Agreement, and agreements subject to its terms and conditions, the Company agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees severally and not jointly to purchase from the Company, the aggregate principal amount of the Firm Notes set forth opposite such Initial Purchaser's name on Schedule I hereto. The purchase price for the Firm Notes shall be $970.00 per $1,000 principal amount of Notes. (b) Delivery of, and payment of the purchase price for, the Firm Notes shall be made at the offices of Covad Communications Group, Inc., 0000 Xxxxxx Xxxxx, Santa Clara, CA 95054, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York City time, on September 25, 2000 or at such other time as shall be agreed upon by the Initial Purchasers and the Company. The time and date of such delivery and payment are herein called the "CLOSING DATE". (c) On the Closing Date, the Firm Notes sold by the Initial Purchasers will be represented by one or more Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate principal amount corresponding to the aggregate principal amount of the Firm Notes (collectively, the "GLOBAL FIRM NOTES"). The Global Firm Notes shall be made available to the Initial Purchasers for inspection not later than 10:00 a.m., New York City time, on the business day immediately preceding the Closing Date. (d) In addition, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell hereby grants to the several Underwriters, and, Initial Purchasers the Underwriters, severally and not jointly, agree option to purchase from up to $75,000,000 principal amount of Optional Notes at the Company, the numbers of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The same purchase price per share of the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters Initial Purchasers to the Company for the Firm Stock Notes as provided for set forth in this Section 3 hereof. The Over-allotment Options may be exercised only to cover 3, for the sole purpose of covering over-allotments in the sale of shares Firm Notes by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I heretoInitial Purchasers. The Over-allotment Option This option may be exercised by the Underwriters 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 time, in whole or in part, on or before the forty-fifth 30th day following the date on which of the Registration Statement becomes effective under the Securities ActOffering Memorandum, by written notice by the Representative Initial Purchasers to the Company. Such notice shall set forth the aggregate number principal amount of shares of Additional Stock Optional Notes as to which the Over-allotment Option option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, exercised and the time date and datetime, as reasonably determined by the RepresentativeInitial Purchasers, when such shares of Additional Stock the Optional Notes are to be delivered (each such date and time and date are hereinafter being herein sometimes referred to as an the "Additional Closing DateADDITIONAL CLOSING DATE"); providedPROVIDED, however, that no the Additional Closing Date shall not be earlier than the Closing Date nor or earlier than the second full business day after the date on which the notice of the exercise of the Over-allotment Option 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 givenexercised (unless such date and time are postponed in accordance with the provisions of Section 9(b) hereof). In Certificates evidencing the event Optional Notes shall be in such denominations and registered in such names as the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, Initial Purchasers request at least three business days prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. . (e) Payment for the shares of Additional Stock by the Underwriters Optional Notes shall be made by certified or official bank check or checks, in New York Clearing House (next day) funds or by electronic wire transfer of similar next day funds funds, payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx IncorporatedCovad Communications Group, 00 XxxxxxxxInc., Xxx Xxxx0000 Xxxxxx Xxxxx, Xxx Xxxx 00000Santa Clara, CA 95054 or at such other place in the New York City metropolitan area location as the Representative shall determine and advise the Company by at least two full days' notice in writingmay be mutually acceptable, upon delivery of the shares of Additional Stock Optional Notes to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to Initial Purchasers. (f) On the Additional Closing Date Date, the Optional Notes sold by the Initial Purchasers will be represented by one or more Notes in definitive global form, registered in the name of Cede & Co., as nominee of DTC, having an aggregate principal amount corresponding to the aggregate principal amount of the Optional Notes (collectively, the "GLOBAL OPTIONAL NOTES" and, together with respect theretothe "GLOBAL FIRM NOTES", the "GLOBAL NOTES"). The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Warrants to purchase the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment for the Representative's Warrants Global Optional Notes shall be made available to the Initial Purchasers for inspection not later than 10:00 a.m., New York City time, on the business day immediately preceding the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery. of the Stock and the Representative's Representatives' Warrants. (a) 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 issue and sell to the several Underwriters, and, the Underwriters, severally and not jointly, agree to purchase from the Company, the numbers of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The purchase price per share of the Firm Stock to be paid by the several Underwriters shall be $____4.50. The initial public offering price per share of the Firm Stock shall be $_____5.00. Payment for the Firm Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day fundsimmediately available funds to an account designated by, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative Representatives shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative Representatives for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative Representatives and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days prior to the Closing Date. The Company shall permit the Representative Representatives to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 165,000 Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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 forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice by the Representative Representatives to the Company. Such notice shall set forth the aggregate number of shares of Additional Stock as to which the Over-allotment Option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the RepresentativeRepresentatives, when such shares of Additional Stock are to be delivered (each such time and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day immediately available funds payable to the order of an account designated by the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative Representatives shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative Representatives to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative Representatives (individually and in consideration of the services to be provided under the Financial Advisory Agreement and not as the representative representatives of the several Underwriters) and/or its their designees on the Closing Date the Representative's Representatives' Warrants to purchase the Warrant Shares for an aggregate purchase price of $100.00110.00. Delivery and payment for the Representative's Representatives' Warrants shall be made on the Closing Date. The Company shall deliver to the Representative Representatives upon payment therefor, certificates representing the Representative's Representatives' Warrants in the name or names and in such authorized denominations as the Representative Representatives may request. The Representative's Representatives' Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______8.25. (d) It is understood that the Representative Representatives may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative Representatives at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery. of the Stock Shares and the Representative's Underwriter Warrants. (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 issue and sell to the several Underwriterseach Underwriter, and, the Underwriters, and each Underwriter severally and not jointly, agree jointly agrees to purchase from the Company, the numbers number of shares of Firm Stock Primary Shares set forth opposite the respective names of the Underwriters its name on Schedule A hereto, in Schedule I hereto. The each case at a purchase price per share of the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment ___ per Share. (b) Delivery of certificates, and payment of the purchase price, for the Firm Stock by the Underwriters Primary Shares shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the offices of Strasbourger the Representative at 000 Xxxxxxx Tulcin Xxxxx Incorporated, 00 XxxxxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area location as the Representative shall determine and advise be agreed upon by the Company by at least two full days' notice in writing, upon delivery of and the Firm Stock to the Representative for the respective accounts of the UnderwritersRepresentative. Such delivery and payment shall be made at 9:00 10:00 a.m., New York City local time, on the third business day following the time of the initial public offering________ , as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), 1997 or at such other time and date thereafter as shall be agreed upon between by the Representative Company and the CompanyRepresentative. The time and date of such delivery and payment are hereinafter referred to as herein called the "Closing Date." Certificates representing Delivery of the Firm Stock certificates for the Primary Shares shall be made to the Representative for the respective accounts of the Underwriters against payment of the purchase price therefor by a wire transfer in Federal (same day) funds drawn to the order of the Company. The certificates for the Primary Shares to be so delivered will be in definitive, fully registered form, will bear no restrictive legends and will be in such denominations and registered in such name or names and in such authorized denominations as the Representative may shall request in writing at least not less than two full business days prior to the Closing Date. The Company shall permit certificates for the Primary Shares will be made available to the Representative to examine at such office or such other place as the Representative may designate for inspection, checking and package such certificates for delivery at least one full packaging not later than 12:00 p.m., New York City time, on the business day prior to the Closing Date. (bc) The Company hereby grants to On the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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 forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of shares of Additional Stock as to which the Over-allotment Option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the Representative, when such shares of Additional Stock are to be delivered (each such time and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to will issue and sell to the Representative (individually and not as Representative, or at the representative direction of the several Underwriters) and/or Representative to its designees on including one or more of the Closing Date Underwriters, other members of the Representative's Warrants to purchase National Association of Securities Dealers, Inc. (the Warrant Shares "NASD") participating in the offering and their respective bona fide officers or partners, for an aggregate a purchase price of $100.00. Delivery and payment for .01 per warrant, warrants (the Representative's Warrants shall be made on "Underwriter Warrants") entitling the Closing Date. The Company shall deliver holders thereof initially to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period purchase an aggregate of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that ______ shares of Common Stock, subject to adjustment as provided in the Representative may (but Underwriter Warrants, for a period of five years commencing on the effective date of the Registration Statement. The Underwriter Warrants shall not be obligated to) make any exercisable at a price equal to 120% of the initial public offering price per Share and all shall be subject to and entitled to the payments required pursuant to this Section 3 on behalf benefits of any Underwriters whose check or checks shall not have been received the terms and provisions set forth more particularly in the warrant agreement relating thereto executed by the Representative at Company on the time Closing Date in substantially the form of delivery Exhibit A hereto (the "Underwriter Warrant Agreement") and a registration rights agreement (including any side-letters thereto) substantially in the form of Exhibit B hereto ("Registration Rights Agreement"). The shares of Common Stock issuable upon exercise of the Stock Underwriter Warrants are referred to be purchased by such Underwriter or Underwriters. Any such payment by herein as the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder"Warrant Shares."

Purchase, Sale and Delivery. of the Common Stock and the Representative's Warrants. (a) . 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 issue and sell to the several Underwriters, andseverally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company, Company the numbers number of shares of Firm Common Stock and Warrants set forth opposite the respective Underwriters' names of the Underwriters in Schedule I 1 hereto. The purchase price per share of the Firm Common Stock to be paid by the several Underwriters shall be $__________ and the purchase price per Warrant to be paid by the Underwriters shall be $.225. The initial public offering price per share of the Firm Common Stock shall be $__________ and the initial public offering price of the Warrants shall be $.25. Payment for the Firm Common Stock and Warrants by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day clearing house funds, payable to the order of the Company, Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000the Representative, or at such other place in the New York City metropolitan area Denver, Colorado as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Common Stock and Warrants to the Representative for the respective accounts of the UnderwritersRepresentative. Such delivery and payment shall be made at 9:00 10:00 a.m., New York City local timeMountain Time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof10(a), or at such other time as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as herein called the "Closing Date." Certificates representing In addition, the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) The Company hereby grants to the Underwriters' Representative the Over-allotment Option option to purchase up to an aggregate all or a portion of 100,000 Common Shares, the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per share to be paid by the several Underwriters to the Company for the Firm of Common Stock as or Warrant provided for in this Section 3 hereof3. The Over-allotment Options Representative may be exercised only to cover over-allotments purchase Common Stock and/or Warrants when exercising such option, in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I heretoits sole discretion. The Over-allotment Option This option may be exercised by the Underwriters 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 forty-fifth 60th day following the date on which Effective Date of the Registration Statement becomes effective under the Securities ActStatement, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of shares of Additional Stock Securities as to which the Over-allotment Option option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the Representative, when such shares of Additional Stock Securities are to be delivered (each such time and date are hereinafter referred to as herein called an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second third business day after the date on which the notice of the exercise of the Over-allotment Option option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In ; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payableRepresentative. Payment for the shares of Additional Stock by the Underwriters Securities shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day clearing house funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000the Representative, or at such other place in the New York City metropolitan area Denver, Colorado as the Representative you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of certificates representing the shares of Additional Stock Securities to the Underwriters' for their respective accountsyou. Certificates for the shares of Common Stock and Warrants and any Additional Stock Securities purchased shall be registered in such name or names and in such authorized denominations as the Representative you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date with respect theretoDate, as applicable. The Company shall permit the Representative you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date any such closing with respect thereto. . If for any reason one or more Underwriters shall fail or refuse (cotherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Warrants to purchase the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment pay for the Representative's number of shares of Common Stock and Warrants shall be made on the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock agreed to be purchased by such Underwriter or Underwriters. Any such payment Underwriter, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative shall not relieve any of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters of any of its and upon the terms herein set forth, the Common Stock and Warrants which such defaulting Underwriter or their obligations hereunder.Underwriters agreed to

Purchase, Sale and Delivery. of the Firm Stock and the Representative's Warrants. (a) Additional Stock. 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 issue and sell to the several UnderwritersUnderwriter, and, and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company, all of the numbers of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I heretoStock. The purchase price per share of the Firm Stock to be paid by the several Underwriters Underwriter shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters Underwriter shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, Company at the offices of Strasbourger Barington Capital Group, L.P., 888 Xxxxxxx Tulcin Xxxxx Incorporated, 00 XxxxxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or xx at such other place in the New York City metropolitan area Metropolitan Area as the Representative you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative you for the respective accounts account of the UnderwritersUnderwriter. Such delivery and payment shall be made at 9:00 a.m.10:00 A.M., New York City local timeTime, on the third business day following the time commencement of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative you and the Company. The time and date of such delivery and payment are hereinafter referred to as herein called the "Closing Date." Certificates representing for the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative you may request in writing at least two full business days prior to the Closing Date. The Company shall permit the Representative you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) The . In addition, the Company hereby grants to the Underwriters' Underwriter the Over-allotment Option option to purchase up to an aggregate all or a portion of 100,000 Common Shares, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters 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 forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by written notice by the Representative to the Company. Such notice shall set forth the aggregate number of shares of Additional Stock as to which the Over-allotment Option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the Representative, when such shares of Additional Stock are to be delivered (each such time and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters Underwriter shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Barington Capital Group, L.P., 888 Xxxxxxx Tulcin Xxxxx Incorporated, 00 XxxxxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or xx at such other place in the New York City metropolitan area Metropolitan Area as the Representative you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to you for the Underwriters' for their respective accountsaccount of the Underwriter. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative you may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Warrants to purchase the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment for the Representative's Warrants shall be made on the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery. of the Stock Units and the Representative's WarrantsAgreement to Issue Underwriters Options. (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 issue and sell to the several UnderwritersUnderwriter, and, and the Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company, Company at the numbers of shares of Firm Stock price per Unit set forth opposite the respective names of the Underwriters in Schedule I hereto. The purchase price per share of the below, 400,000 Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Closing DateUnits. (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common SharesIn addition, as may be necessary to cover over-allotments, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters on the basis of the representations, warranties, covenantscovenants and agreements, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase up to an additional 60,000 Units at any time the price per share set forth below. The option granted hereby will expire 45 days after the date of this Agreement, and may be exercised in whole or in part from time to time on or before only for the fortypurpose of covering over-fifth day following allotments which may be made in connection with the date on which offering and distribution of the Registration Statement becomes effective under the Securities Act, by written Firm Units upon notice by the Representative Underwriter to the Company. Such notice shall set Company setting forth the aggregate number of shares of Additional Stock Option Units as to which the Over-allotment Option is being exercised, Underwriter are then exercising the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, option and the time and date, as determined by the Representative, when date of payment and delivery for such shares of Additional Stock are to be delivered (each Option Units. Any such time and date are hereinafter referred to as of delivery (an "Additional Option Closing Date"); provided, however, that no Additional Closing Date ) shall be earlier determined by the Underwriter, but shall not be later than the Closing Date nor earlier than the second seven full business day days after the date on which the notice of the exercise of the Over-allotment Option shall have been given said option, nor later than the eighth business day after the date on which such notice shall have been given. In the in any event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend as hereinafter defined, unless otherwise agreed to between the Representative and the Company. Nothing herein contained shall obligate the Underwriter to make any over-allotments. No Option Units shall be delivered unless the Firm Units shall be simultaneously delivered or distribution shall also be paid on the Additional Stock on the later theretofore have been delivered as herein provided. (c) Payment of the Additional Closing Date purchase price for, and delivery of certificates for, the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters Firm Units shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, the Underwriter at 00 XxxxxxxxXxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in as shall be agreed upon by the Underwriter and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City metropolitan area time) on _____________, 1998 or at such other time and date as shall be agreed upon by the Representative Underwriter and the Company but not less than three (3) nor more than thirty (30) business days after the effective date of the Registration Statement (such time and date of payment and delivery being hereafter called "Closing Date"). In addition, in the event that any or all of the Option Units are purchased by the Underwriter, payment of the purchase price for, and delivery of certificates for such Option Units shall determine be made at the above mentioned office of the Underwriter or at such other place as shall be agreed upon by the Underwriter and advise the Company on each Option Closing Date as specified in the notice from the Underwriter to the Company. Delivery of the certificates for the Firm Units and the Option Units, if any, shall be made to the Underwriter for the respective accounts of the Underwriter against payment by the Underwriter of the purchase price for the Firm Units and the Option Units, if any, to the order of the Company by at least two full days' notice in writingNew York Clearing House funds, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates certificates for the shares of Additional Stock Firm Units and the Option Units, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full (2) business days prior to the Additional Closing Date with respect theretoor the relevant Option Closing Date, as the case may be. The certificates for the Firm Units and the Option Units, if any, shall be made available to the Underwriter at such office or such other place as the Underwriter may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. The purchase price per Unit to be paid by the Underwriter, to the Company for the Units purchased hereunder will be the same for each Unit and will be $_____ per share. The Company shall permit not be obligated to sell any Units hereunder unless all Firm Units to be sold by the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) Company are purchased hereunder. The Company hereby agrees to issue and sell 400,000 Firm Units to the Representative Underwriter. (individually d) On Closing Date, the Company shall issue and not as sell to the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Warrants to purchase the Warrant Shares for an aggregate Underwriters Options at a purchase price of $100.00. Delivery and payment for 0.001 per warrant, which warrants shall entitle the Representative's Warrants shall be made on the Closing Dateholders thereof to purchase an aggregate of 40,000 Units. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants Underwriters Options shall be exercisable for a period of four (4) years commencing one (1) year from the effective date on which of the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. one hundred forty percent (d140%) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock initial public offering price of the Units. The Underwriters Option Agreement and form of Warrant Certificate shall be substantially in the form filed as an exhibit to the Registration Statement. Payment for the Underwriters Options shall be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereundermade on Closing Date.

Purchase, Sale and Delivery. of the Stock and the Representative's Warrants. (a) On the basis of the representations, warranties, covenantswarranties and covenants contained in this Agreement, and agreements of the Company herein contained, but subject to the its terms and conditions herein set forthconditions, the Company agrees to issue and sell to the several Underwriterseach Initial Purchaser, and, the Underwriters, and each Initial Purchaser agrees severally and not jointly, agree jointly to purchase from the Company, the numbers of shares number of Firm Stock Shares set forth opposite the respective names of the Underwriters in its name on Schedule I hereto. The purchase price per share of for the Firm Stock to be paid by the several Underwriters Shares, shall be $____. The initial public offering price 24.25 per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local time, on the third business day following the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c) hereof), or at such other time as shall be agreed upon between the Representative and the Company. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date." Certificates representing the Firm Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Dateshare. The Company shall permit also agrees, subject to all the Representative terms and conditions set forth herein, to examine and package such certificates for delivery at least one full business day prior sell to the Closing Date. (b) The Company hereby grants to the Underwriters' the Over-allotment Option to purchase up to an aggregate of 100,000 Common SharesInitial Purchasers, as may be necessary to cover over-allotmentsand, at the same purchase price per share to be paid by the several Underwriters to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite the names of such Underwriters in Schedule I hereto. The Over-allotment Option may be exercised by the Underwriters on upon the basis of the representations, warranties, covenants, warranties and agreements of the Company herein contained, but contained and subject to all the terms and conditions herein set forthforth herein, the Initial Purchasers shall have the right to purchase from the Company, solely for the purpose of covering over-allotments in connection with sales of the Firm Shares, at the purchase price per Depositary Share of $24.25, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 10:00 p.m., New York City time, on or before the forty-fifth 30th day following after the date of the Offering Memorandum (or, if such 30th day shall be a Saturday or Sunday or a holiday, on which the Registration Statement becomes effective under next business day thereafter when the Securities ActNew York Stock Exchange is open for trading), by written notice by up to an aggregate of 1,200,000 Additional Shares. Upon any exercise of the Representative over-allotment option, each Initial Purchaser, severally and not jointly, agrees to purchase from the Company. Such notice shall set forth Company the number of Additional Shares (subject to such adjustments as the Initial Purchasers may determine in order to avoid fractional Depositary Shares) that bears the same proportion to the aggregate number of shares Additional Shares to be purchased by the Initial Purchasers as the number of Additional Stock as to which the Over-allotment Option is being exercised, Firm Shares set forth opposite the name or names in which of such Initial Purchaser on Schedule I hereto bears to the certificates representing aggregate number of Firm Shares. (c) Delivery of, and payment of the purchase price for any Additional Stock are Shares to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined purchased by the RepresentativeInitial Purchasers shall be made at the offices of Xxxxxx & Xxxxxxx, when 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, or such shares of Additional Stock are to other location as may be delivered (each mutually acceptable, at such time and on such date are hereinafter referred to as an (the "Additional Option Closing Date"); provided, however, that no Additional which may be the same as the Closing Date but shall in ------------------- no event be earlier than the Closing Date nor earlier later than the second ten business day days after the date on which giving of the notice hereinafter referred to, as shall be specified in a written notice from Bear, Xxxxxxx & Co. Inc., on behalf of the exercise Initial Purchasers to purchase a number, specified in such notice, of the Over-allotment Option Additional Shares. (d) The Firm Shares and any Additional Shares to be purchased hereunder shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether initially be issued in the form of cashone or more Global Securities (the "Global Securities"), Common registered in the name of Cede & Co., as nominee of ----------------- the Depositary Trust Company ("DTC"), having a liquidation preference corresponding to the aggregate liquidation preference of the Firm Shares and the Additional Shares, or other consideration, prior as the case may be. The Global Securities shall be delivered by the Company to the Additional Closing Date, such dividend Initial Purchasers (or distribution shall also be as the Initial Purchasers direct) in each case with any transfer taxes payable upon initial issuance thereof duly paid on by the Additional Stock on the later Company against payment of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock purchase price by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day immediately available funds payable to the order of the Company at Company. The Global Securities shall be made available to the offices of Strasbourger Xxxxxxx Tulcin Xxxxx IncorporatedInitial Purchasers for inspection not later than 9:30 a.m., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as time, on the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Warrants to purchase the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment for the Representative's Warrants shall be made on immediately preceding the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery. The Company is advised by the Representatives that the Underwriters propose to make a public offering of their respective portions of the Stock and Underwriters' Securities as soon after this Agreement is entered into as in the Representative's Warrants. (a) On the basis Representatives' judgment is advisable. The terms of the representations, warranties, covenantspublic offering of the Underwriters' Securities are set forth in the Prospectus. Payment of the purchase price for, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, anddelivery of, the Underwriters, severally and not jointly, agree to purchase from the Company, the numbers of shares of Firm Stock set forth opposite the respective names of the Underwriters in Schedule I hereto. The purchase price per share of the Firm Stock to be paid by the several Underwriters shall be $____. The initial public offering price per share of the Firm Stock shall be $_____. Payment for the Firm Stock by the Underwriters ' Securities shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day the funds, payable to the order of the Company, at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, place or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to the Representative for the respective accounts of the Underwriters. Such delivery and payment shall be made at 9:00 a.m., New York City local timeplaces, on the third business day following date and at the time of the initial public offering, as defined in Section 11(a) hereof (unless such time and date is postponed in accordance with the provisions of Section 9(c10) hereof), specified in Schedule II to the Special Provisions or at such other time or place as shall be agreed upon between by the Representative Representatives and the Company. The Company (such time and date of such delivery and payment are hereinafter being referred to as the "Closing Date." Certificates representing Time"). Except as otherwise specified in Schedule II to the Firm Stock Special Provisions, payment shall be made to the Company by certified or official bank check or checks payable to the order of the Company against delivery to the Representatives for the respective accounts of the Underwriters of the Underwriters' Securities to be purchased by them. Such Underwriters' Securities shall be in such denominations and registered in such name or names and in such authorized denominations as the Representative Representatives may request in writing at least two full business days prior to the Closing DateTime. The Such Underwriters' Securities, which may be in temporary form, will be made available for examination and packaging by the Representatives in New York City or at such other place as shall be agreed upon by the Representatives and the Company shall permit on or before the Representative to examine and package such certificates for delivery at least one full first business day prior to the Closing Date. (b) The Company hereby grants Time. If so provided in Schedule II to the Underwriters' Special Provisions, the Over-allotment Option Underwriters may solicit offers to purchase up Contract Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts") substantially in the form of Annex I hereto with such changes therein as the Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to the Representatives at Closing Time, for the accounts of the Underwriters, the fee set forth in Schedule II to the Special Provisions in respect of the principal amount of Contract Securities. Any Delayed Delivery Contracts are to be with institutional investors of the types set forth in the Prospectus. At Closing Time, the Company will enter into Delayed Delivery Contracts (each for not less than the minimum principal amount of Contract Securities per Delayed Delivery Contract specified in Schedule II to the Special Provisions) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of 100,000 Common Shares, as may be necessary Contract Securities in excess of that specified in Schedule II to cover over-allotmentsthe Special Provisions. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts. The Representatives will submit to the Company, at the same purchase price per share to be paid by the several Underwriters least three business days prior to the Company for the Firm Stock as provided for in this Section 3 hereof. The Over-allotment Options may be exercised only to cover over-allotments in the sale of shares by Underwriters' and shall be exercised pro rata to the numbers of Common Shares set forth opposite Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Contract Securities to be purchased by each of them, and the Company will advise the Representatives at least two business days prior to Closing Time of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Contract Securities to be covered by each such Delayed Delivery Contract. The principal amount of Offered Securities agreed to be purchased by the respective Underwriters as set forth in Schedule I hereto. The Over-allotment Option may to the Special Provisions shall be exercised reduced by the Underwriters on the basis principal amount of the representationsOffered Securities covered by Delayed Delivery Contracts, warranties, covenants, and agreements of the Company herein contained, but subject as to the terms and conditions herein each Underwriter as set forth, at any time and from time to time on or before the forty-fifth day following the date on which the Registration Statement becomes effective under the Securities Act, by forth in a written notice delivered by the Representative Representatives to the Company. Such notice shall set forth the aggregate number of shares of Additional Stock as to which the Over-allotment Option is being exercised, the name or names in which the certificates representing the Additional Stock are to be registered, the authorized denominations in which the Additional Stock is to be registered, and the time and date, as determined by the Representative, when such shares of Additional Stock are to be delivered (each such time and date are hereinafter referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice total principal amount of the exercise of the Over-allotment Option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. In the event the Company declares or pays a dividend or a distribution on the Common Shares, whether in the form of cash, Common Shares, or other consideration, prior to the Additional Closing Date, such dividend or distribution shall also be paid on the Additional Stock on the later of the Additional Closing Date and the date on which such dividend or distribution is payable. Payment for the shares of Additional Stock by the Underwriters shall be made by certified or official bank check in New York Clearing House (next day) funds or by electronic wire transfer of next day funds payable to the order of the Company at the offices of Strasbourger Xxxxxxx Tulcin Xxxxx Incorporated, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the New York City metropolitan area as the Representative shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the shares of Additional Stock to the Underwriters' for their respective accounts. Certificates for the shares of Additional Stock shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Additional Closing Date with respect thereto. The Company shall permit the Representative to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date with respect thereto. (c) The Company hereby agrees to issue and sell to the Representative (individually and not as the representative of the several Underwriters) and/or its designees on the Closing Date the Representative's Warrants to purchase the Warrant Shares for an aggregate purchase price of $100.00. Delivery and payment for the Representative's Warrants shall be made on the Closing Date. The Company shall deliver to the Representative upon payment therefor, certificates representing the Representative's Warrants in the name or names and in such authorized denominations as the Representative may request. The Representative's Warrants shall be exercisable for a period of four years commencing one year from the date on which the Registration Statement was declared effective under the Offered Securities Act at an initial exercise price per Warrant Share equal to $______. (d) It is understood that the Representative may (but shall not be obligated to) make any and all the payments required pursuant to this Section 3 on behalf of any Underwriters whose check or checks shall not have been received by the Representative at the time of delivery of the Stock to be purchased by such Underwriter or Underwriters. Any such payment all Underwriters shall be the total amount of Offered Securities set forth in Schedule I to the Special Provisions, less the principal amount of Offered Securities covered by the Representative shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderDelayed Delivery Contracts.