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

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on in Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On (a) The Company hereby agrees to sell the basis of Primary Shares, to the several Underwriters as set forth in Schedule A attached hereto, and the several Underwriters, in reliance upon the representations, warranties and agreements contained inherein contained, and but subject to the terms and conditions ofhereinafter stated, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at the place and the time specified below, the respective aggregate numbers of Primary Shares set forth in Schedule A opposite their respective names, plus any additional Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 2(b) hereof, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofShare. (b) The Company grants In addition, on the basis of the representations and warranties herein contained, from time to time upon not less than two days’ and not more than ten days’ notice from the Representative to the several Company, or its counsel, the Company agrees to sell to the Underwriters an option to purchase(but only for the purpose of covering over-allotments in the sale of the Primary Shares), all or any portion of the Over-Allotment Shares, as specified by the Representative in such notice, at the purchase price stated in Section 2(a) hereof and the Underwriters agree, severally and not jointly, all to purchase such Over-Allotment Shares. The Over-Allotment Shares may be purchased on the Closing Date or at any part time or times thereafter so long as the notice to purchase is given not later than 60 days following the date of the Option Prospectus. Over-Allotment Shares at the Initial Price. The number of Option Shares to shall be purchased by each Underwriter shall be in the same percentage (adjusted by proportion that the Representatives number of Primary Shares set opposite the name of each Underwriter in Schedule A hereto bears to eliminate fractions) of the total number of Option Primary Shares. No Over-Allotment Shares shall be delivered to be purchased by or for the accounts of the Underwriters unless the Primary Shares shall be simultaneously delivered and paid for or shall theretofore have been delivered and paid for as herein provided. (c) The respective purchase obligation of each Underwriter shall be subject to such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), adjustments as the case Representative may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasemake in its absolute discretion.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. (a) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement:, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase, the Firm Shares at a purchase price of $____ per Share, except as set forth in Section 1(b) below. (ab) The On the basis of the representations, warranties and agreements of the Company agrees contained in, and subject to the terms and conditions of, this Agreement, the policies of the National Association of Securities Dealers, Inc. (the "NASD"), and pursuant to directions from the Company, the Underwriter will offer to sell to each of the Underwriters, persons listed on Exhibit A (who may purchase alone or with family members to the extent permitted by the Free-Riding and each Withholding Interpretation (the "Interpretation") under the Rules of Fair Practice of the Underwriters agreesNASD) the number of Shares set forth opposite their respective names on 2 Exhibit A. To the extent such persons (alone or with such family members) offer to buy such Shares, severally and not jointly, the Underwriter agrees to purchase from the Company, up to 300,000 of such Shares at a purchase price of $_____ per share (Share. The parties agree that the securities purchased and sold under this subparagraph shall constitute "Initial Price"), issuer directed securities" sold to the number of Firm Shares set forth opposite the name of such Underwriter issuer's employees or directors or other persons under the column "Number Interpretation. (c) On the basis of Firm Shares the representations, warranties and agreements of the Company contained in, and subject to be Purchased from the Company" on Schedule I to terms and conditions of, this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The the Company grants to the several Underwriters Underwriter an option to purchase, severally and not jointly, purchase all or any part of the Option Optional Shares at the Initial Pricea price per Share of $____. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such over-allotment option may be exercised only to cover over-allotments in the sales sale of the Firm Shares by the Underwriters Underwriter and may be exercised in whole or in part at any time or times on or before 12:00 noon, New York City Detroit time, on the business day before the Firm Shares Closing Date (as defined in Section 2 below), and from only once at any time to time thereafter after that date and within 30 days after the date of this AgreementEffective Date (as defined in Section 4 below), in each case upon written, written or transmitted facsimile or telegraphic notice, or verbal or telephonic notice confirmed by writtentransmitted facsimile, facsimile written or telegraphic notice, by the Representatives to Ronex xx the Company no later than 12:00 noon, New York City Detroit time, on the business day before the Firm Shares Closing Date or at least two three but not more than five full business days before the Option Optional Shares Closing Date (as defined in Section 2 below), as the case may be, setting forth the number of Option Optional Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares of Common Stock set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. The Selling Stockholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, at the "Initial Price", the number of Firm Shares of Common Stock set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Selling Stockholder" on Schedule I to this Agreement, subject to adjustment in accordance with Section 11 hereof. (b) The Company grants and the Selling Stockholder each grant individually to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option options may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and thereafter, within thirty (30) days, from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the an Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of each such purchase.

Sale and Purchase of the Shares. (a) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement: (a) The , the Company agrees to issue and sell to each of the UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at Firm Shares for a purchase price of $_____ ($_____ per share (the "Initial Price"Share plus $20,000), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions herein set forth and to the policies of the National Association of Securities Dealers, Inc. (the "NASD"), and pursuant to directions from the Company, Ronex xxxl offer to sell to each of the persons listed on Exhibit A who may purchase alone or with family members, all to the extent permitted by the Free-Riding and Withholding Interpretation (the "INTERPRETATION") under the NASD's Conduct Rules, the number of shares of Common Stock set forth opposite their respective names on Exhibit A. To the extent such persons offer to buy such Shares of Common Stock, Ronex xxxees to purchase such Shares at the price per Share set forth in Section 1(a) above, to the extent permitted by the Interpretation. The Company acknowledges that in order to comply with the Interpretation, Ronex xxx be required to cancel trades involving such persons. (c) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the several Underwriters Underwriter an option to purchase, severally and not jointly, purchase all or any part of the Option Optional Shares at the Initial Priceprice per Share set forth in Section 1(a) above. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such over-allotment option may be exercised only to cover over-allotments in the sales sale of the Firm Shares by the Underwriters Underwriter and may be exercised in whole or in part at any time or times on or before 12:00 noon, New York City Detroit time, on the business day before the Firm Shares Closing Date (as defined in Section 2 below), and from only once at any time to time thereafter after that date and within 30 days after the date of this AgreementEffective Date (as defined in Section 4 below), in each case upon written, written or transmitted facsimile or telegraphic notice, or verbal or telephonic notice confirmed by writtentransmitted facsimile, facsimile written or telegraphic notice, by the Representatives to Ronex xx the Company no later than 12:00 noon, New York City Detroit time, on the business day before the Firm Shares Closing Date or at least two three but not more than five full business days before the Option Optional Shares Closing Date (as defined in Section 2 below), as the case may be, setting forth the number of Option Optional Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees Selling Stockholders agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Companypurchase, at a price of $_____ [ ] per share (the "Initial Price"), the number of Firm Shares (adjusted by the Representatives to eliminate fractions) which bears the same proportion to the total number of Firm Shares to be sold by the Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter under on Schedule I to this Agreement bears to the column "Number total number of Firm Shares to be Purchased from sold by the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofSelling Stockholders. (b) The Company Option Selling Stockholder grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company Option Selling Stockholder no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ $ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company Selling Shareholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanySelling Shareholder, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. (b) The Company Selling Shareholder grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company Selling Shareholder no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On (a) The Company hereby agrees to sell the basis of Primary Shares, to the several Underwriters as set forth in Schedule A attached hereto, and the several Underwriters, in reliance upon the representations, warranties and agreements contained inherein contained, and but subject to the terms and conditions ofhereinafter stated, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at the place and the time specified below, the respective aggregate numbers of Primary Shares set forth in Schedule A opposite their respective names, plus any additional Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 2(b) hereof, at a price of $[_____ _] per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofShare. (b) The Company grants In addition, on the basis of the representations and warranties herein contained, from time to time upon not less than two days’ and not more than ten days’ notice from the Representatives to the several Company, or its counsel, the Company agrees to sell to the Underwriters an option to purchase(but only for the purpose of covering over-allotments in the sale of the Primary Shares), all or any portion of the Over-Allotment Shares, as specified by the Representatives in such notice, at the purchase price stated in Section 2(a) hereof and the Underwriters agree, severally and not jointly, all to purchase such Over-Allotment Shares. The Over-Allotment Shares may be purchased on the Closing Date or at any part time or times thereafter so long as the notice to purchase is given not later than 45 days following the date of the Option Prospectus. Over-Allotment Shares at the Initial Price. The number of Option Shares to shall be purchased by each Underwriter shall be in the same percentage (adjusted by proportion that the Representatives number of Primary Shares set opposite the name of each Underwriter in Schedule A hereto bears to eliminate fractions) of the total number of Option Primary Shares. No Over-Allotment Shares shall be delivered to be purchased by or for the accounts of the Underwriters unless the Primary Shares shall be simultaneously delivered and paid for or shall theretofore have been delivered and paid for as herein provided. (c) The respective purchase obligation of each Underwriter shall be subject to such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (adjustments as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasemake in their absolute discretion.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number an aggregate of 2,000,000 Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof.Shares. 2 (b) The Company grants to the several Underwriters Underwriter an option to purchase, severally and not jointly, purchase all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters Underwriter and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives Underwriter to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. No Option Shares shall be sold or delivered unless the Firm Shares have been or simultaneously are sold and delivered. (c) On the Firm Shares Closing Date and, in the event the option with respect to the Option Shares is exercised, on the Option Shares Closing Date, the Company agrees to issue to the Underwriter warrants (the "Warrants") to purchase the number of shares of Common Stock equal to six and one-half percent (6.5%) of the number of Firm Shares or Option Shares purchased by the Underwriter on such Firm Shares Closing Date or Option Shares Closing Date, as the case may be (the "Warrant Shares") at a price per Warrant Share equal to $.

Sale and Purchase of the Shares. (a) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement: (a) The , the Company agrees to issue and sell to each of the UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, Firm Shares at a purchase price of $_____ per share (the "Initial Price")Share, the number of Firm Shares except as set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof1(b) below. (b) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement, and pursuant to directions from the Company, the Underwriter will offer to sell to each of the persons listed on Exhibit A (who may purchase alone or with family members to the extent permitted by the Free-Riding and Withholding Interpretation (the "INTERPRETATION") under the Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "NASD")) the number of Shares set forth opposite their respective names on Exhibit A. To the extent such persons (alone or with such family members) offer to buy such Shares, the Underwriter agrees to purchase up to 300,000 of such Shares at a purchase price of $10.00 per Share. The purchase price for such Shares over 300,000 shall be as set forth in Section 1(b) above. The parties agree that the securities purchased and sold under this subparagraph shall constitute "issuer directed securities" sold to the issuer's employees or directors or other persons under the Interpretation. (c) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the several Underwriters Underwriter an option to purchase, severally and not jointly, purchase all or any part of the Option Optional Shares at the Initial Pricea price per Share of $________. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such over-allotment option may be exercised only to cover over-allotments in the sales sale of the Firm Shares by the Underwriters Underwriter and may be exercised in whole or in part at any time or times on or before 12:00 noon, New York City Detroit time, on the business day before the Firm Shares Closing Date (as defined in Section 2 below), and from only once at any time to time thereafter after that date and within 30 days after the date of this AgreementEffective Date (as defined in Section 4 below), in each case upon written, written or transmitted facsimile or telegraphic notice, or verbal or telephonic notice confirmed by writtentransmitted facsimile, facsimile written or telegraphic notice, by the Representatives Ronex & Xo. to the Company no later than 12:00 noon, New York City Detroit time, on the business day before the Firm Shares Closing Date or at least two three but not more than five full business days before the Option Optional Shares Closing Date (as defined in Section 2 below), as the case may be, setting forth the number of Option Optional Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. Each of the Selling Stockholders agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholders, at the Initial Price, the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Selling Stockholders" on Schedule I to this Agreement, subject to adjustment in accordance with Section 11 hereof. (b) The Company and each of the Non-Institutional Selling Stockholders, as and to the extent indicated in Schedule II hereto, grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The Option Shares to be sold shall be allocated among the Company and the Non-Institutional Selling Stockholders in proportion to the maximum number of Option Shares to be sold by the Company and each Non-Institutional Selling Stockholder as set forth in Schedule II hereto. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On (a) The Company hereby agrees to sell the basis of Primary Shares, to the several Underwriters as set forth in Schedule A attached hereto, and the several Underwriters, in reliance upon the representations, warranties and agreements contained inherein contained, and but subject to the terms and conditions ofhereinafter stated, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at the place and the time specified below, the respective aggregate numbers of Primary Shares set forth in Schedule A opposite their respective names, plus any additional Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 2(b) hereof, at a price of $_____ 3.15 per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofShare. (b) The Company grants In addition, on the basis of the representations and warranties herein contained, from time to time upon not less than two days’ and not more than ten days’ notice from the Representatives to the several Company, or its counsel, the Company agrees to sell to the Underwriters an option to purchase(but only for the purpose of covering over-allotments in the sale of the Primary Shares), all or any portion of the Over-Allotment Shares, as specified by the Representatives in such notice, at the purchase price stated in Section 2(a) hereof and the Underwriters agree, severally and not jointly, all to purchase such Over-Allotment Shares. The Over-Allotment Shares may be purchased on the Closing Date or at any part time or times thereafter so long as the notice to purchase is given not later than 45 days following the date of the Option Prospectus. Over-Allotment Shares at the Initial Price. The number of Option Shares to shall be purchased by each Underwriter shall be in the same percentage (adjusted by proportion that the Representatives number of Primary Shares set opposite the name of each Underwriter in Schedule A hereto bears to eliminate fractions) of the total number of Option Primary Shares. No Over-Allotment Shares shall be delivered to be purchased by or for the accounts of the Underwriters unless the Primary Shares shall be simultaneously delivered and paid for or shall theretofore have been delivered and paid for as herein provided. (c) The respective purchase obligation of each Underwriter shall be subject to such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (adjustments as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasemake in their absolute discretion.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees and the Selling Shareholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, at a price of $______ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof.. 2 (b) The Company grants Selling Shareholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives Representative to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares, and the number of Option Shares to be sold by each Selling Shareholder shall be the same percentage (adjusted by the Representative to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Selling Shareholder is selling of the total Selling Shareholders Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City Dallas, Texas time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives Representative to the Company no later than 12:00 noon, New York City timeDallas, Texas time on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company Selling Shareholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanySelling Shareholder, at a price of $_____ 18.00 per share share, less an underwriting discount of $1.06 per share, (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. (b) The Company Selling Shareholder grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company Selling Shareholder no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof.the (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two and no more than three business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis (1) Each of the representationsSellers shall sell the number of Shares set out against its name in Schedule 1 with full title guarantee and the Purchaser shall purchase the Shares together with all rights attaching to them other than the dividends provided for in the audited accounts of Trimco to 30th June, warranties 1995 and agreements contained in, and subject to the terms and conditions of, this Agreementdividend which has accrued in respect of the Preference Shares up until Completion. (2) Each of the Sellers covenant with the Purchaser as follows: (a) The Company agrees that it has the right to sell to each of and transfer the Underwriters, full legal and each of beneficial interest in the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite out against its name in Schedule 1 to the name of such Underwriter under Purchaser on the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to terms set out in this Agreement, subject to adjustment in accordance with Section 10 hereof.agreement; and (b) The Company grants to the several Underwriters an option to purchasethat on or after Completion it will, severally at its own cost and not jointlyexpense, all execute and do (or any part of the Option Shares at the Initial Price. The number of Option Shares procure to be purchased executed and done by each Underwriter shall be any other necessary party) all such deeds, documents, acts and things as the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option Purchaser may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after reasonably require in order to vest any of the Shares set out against its name in Schedule 1 in the Purchaser or its nominee or as otherwise may be necessary to give full effect to this agreement. (3) Each of the Sellers covenants that the Shares set out against its name in Schedule 1 shall be sold free from all liens, charges, equities and encumbrances and other rights exercisable by third parties. (4) The parties expressly acknowledge that no representations and warranties have been given in relation to the sale and purchase of the Shares and the cancellation of the Options. Each of the Sellers and the Optionholders acknowledge that prior to the date of this Agreement, in each case upon written, facsimile agreement Xxx Xxxxx has provided or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives arranged to provide information to the Company no later than 12:00 noonPurchaser, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased Purchaser's accountants and the time Purchaser's solicitors in response to written requests from them. Provided that there has been no fraud or recklessness as to the accuracy or completeness of information provided to the Purchaser, the Purchaser's accountants and date (if other than the Firm Shares Closing Date) Purchaser's solicitors, the Purchaser shall have no claim against the Sellers or the Optionholders in respect of such purchase.information. -------------------------------------------------------------------------------

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Company Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Selling Stockholders agrees to sell to each of the Underwriters, and each of the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders at the Initial Price, the number of Selling Stockholders Shares set forth opposite the name of such Underwriter on Schedule I to this Agreement. (c) The Company grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time on one or more occasions thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the ------------------------------- representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_________ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to ---------- this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Each Underwriter shall be the same purchase a percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares equal to be purchased by the Underwriters as such Underwriter is purchasing percentage of the Firm SharesShares purchased by such Underwriter. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasepurchase which shall be not more than three business days following the date of exercise of the option.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:: 2 (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ $ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City Boston time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile facsimile, or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile facsimile, or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City Boston time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. No Option Shares shall be sold or delivered unless the Firm Shares have been or simultaneously are sold and delivered.

Sale and Purchase of the Shares. On (a) The Company hereby agrees to sell the basis of Primary Shares, to the several Underwriters as set forth in Schedule A attached hereto, and the several Underwriters, in reliance upon the representations, warranties and agreements contained inherein contained, and but subject to the terms and conditions ofhereinafter stated, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at the place and the time specified below, the respective aggregate numbers of Primary Shares set forth in Schedule A opposite their respective names, plus any additional Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 2(b) hereof, at a price of $_____ 3.0926 per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofShare. (b) The Company grants In addition, on the basis of the representations and warranties herein contained, from time to time upon not less than two days’ and not more than ten days’ notice from the Representatives to the several Company, or its counsel, the Company agrees to sell to the Underwriters an option to purchase(but only for the purpose of covering over-allotments in the sale of the Primary Shares), all or any portion of the Over-Allotment Shares, as specified by the Representatives in such notice, at the purchase price stated in Section 2(a) hereof and the Underwriters agree, severally and not jointly, all to purchase such Over-Allotment Shares. The Over-Allotment Shares may be purchased on the Closing Date or at any part time or times thereafter so long as the notice to purchase is given not later than 45 days following the date of the Option Prospectus. Over-Allotment Shares at the Initial Price. The number of Option Shares to shall be purchased by each Underwriter shall be in the same percentage (adjusted by proportion that the Representatives number of Primary Shares set opposite the name of each Underwriter in Schedule A hereto bears to eliminate fractions) of the total number of Option Primary Shares. No Over-Allotment Shares shall be delivered to be purchased by or for the accounts of the Underwriters unless the Primary Shares shall be simultaneously delivered and paid for or shall theretofore have been delivered and paid for as herein provided. (c) The respective purchase obligation of each Underwriter shall be subject to such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (adjustments as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasemake in their absolute discretion.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. Each of the Selling Stockholders agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Selling Stockholders, at the Initial Price, the number of Firm Shares set forth opposite the name of such Underwriter under the column in its name under "Number of Firm Shares to be Purchased from the Selling Stockholders" on Schedule I to this Agreement, subject to adjustment in accordance with Section 12 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and thereafter from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal oral or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of [$_____ _] per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On (a) The Company and the basis Selling Shareholders hereby agree to sell the Primary Shares, with the number of Primary Shares to be sold by each Selling Shareholder being set forth opposite its name in Schedule B, to the several Underwriters as set forth in Schedule A attached hereto, and the several Underwriters, in reliance upon the representations, warranties and agreements contained inherein contained, and but subject to the terms and conditions ofhereinafter stated, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, at the place and the time specified below, the respective aggregate numbers of Primary Shares set forth in Schedule A opposite their respective names, plus any additional Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 3(b) hereof, at a price of $_____ $ per share (Share. The number of Primary Shares purchased by each Underwriter from each Selling Shareholder hereunder shall bear the "Initial Price"), same proportion to the total number of Primary Shares to be purchased by such Underwriter hereunder as the number of Firm Primary Shares set forth opposite being sold by such Selling Shareholder bears to the name total number of such Underwriter under the column "Number of Firm Primary Shares to be Purchased from the Company" on Schedule I to this Agreementbeing sold hereunder, subject to adjustment in accordance with Section 10 hereofby the Representatives to eliminate fractions. (b) The Company grants In addition, on the basis of the representations and warranties herein contained, from time to time upon not less than two days' and not more than ten days' notice from the Representatives to the several Underwriters an option to purchaseCompany, or its counsel, the Company and the Selling Shareholders agree, severally and not jointly, to sell to the Underwriters (but only for the purpose of covering over-allotments in the sale of the Primary Shares), all or any part portion of the Option Shares Over-Allotment Shares, as specified by the Representatives in such notice, at the Initial Pricepurchase price stated in Section 3(a) hereof and the Underwriters agree, severally and not jointly, to purchase such Over-Allotment Shares. The number Over-Allotment Shares may be purchased on the Closing Date or at any time or times thereafter so long as the notice to purchase is given not later than 30 days following the date of Option the Prospectus. Over-Allotment Shares to shall be purchased by each Underwriter shall be in the same percentage (adjusted by proportion that the Representatives number of Primary Shares set opposite the name of each Underwriter in Schedule A hereto bears to eliminate fractions) of the total number of Option Primary Shares, and the Over-Allotment Shares shall be sold by each Selling Shareholder pro rata based on the proportion that the Over-Allotment Shares to be sold by such Selling Shareholder set forth on Schedule B bears to the aggregate number of Over-Allotment Shares proposed to be purchased by the Underwriters as in such Underwriter is purchasing notice. No Over-Allotment Shares shall be delivered to or for the accounts of the Firm Shares. Such option may Underwriters unless the Primary Shares shall be exercised only simultaneously delivered and paid for or shall theretofore have been delivered and paid for as herein provided. (c) The respective purchase obligation of each Underwriter shall be subject to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (such adjustments as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasemake in their absolute discretion.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. The Selling Stockholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from such Selling Stockholders, at the Initial Price, the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Selling Stockholders" on Schedule II attached hereto, subject to adjustment in accordance with Section 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $[_____ ] per share (the "Initial Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares to the extent indicated on Schedule I hereto at the Initial Purchase Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part on one or more occasions at any time on or before 12:00 noon, New York City City, time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. (c) It is understood that [180,000] shares of the Firm Shares will initially be reserved by the Representatives for offer and sale upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "NASD") to employees and business associates of the Company and its affiliates and to family members of the Company's executives (collectively, the "Participants") as set forth in the Prospectus (as defined herein) under the caption "Underwriting" (the "Directed Share Program") who have heretofore delivered to the Representatives offers or indications of interest to purchase shares of Firm Shares in form satisfactory to the Representatives. The Firm Shares to be sold by the Representa tives pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Representatives pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by any Participants by the end of the business day on which this Agreement is executed will be offered to the public by the Representatives as set forth in the Prospectus. (d) The Underwriters agree that they will not offer the Shares to more than thirty-five (35) offerees in Israel and will cause each offeree in Israel who has purchased Shares to execute a representation that such offeree is acquiring the Shares for investment purposes only and not with a view towards distribution or resale. The Representatives will deliver to the Company a list of such Israeli offerees at the Closing.

Sale and Purchase of the Shares. On the basis of the representations, ------------------------------- warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from From the Company" Company on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. The Selling Shareholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholder, at the Initial Price, the number of Firm Shares set forth opposite the name of such Underwriter under the column Number of Firm Shares to be Purchased From the Selling Shareholder on Schedule I to this Agreement, subject to adjustment in accordance with Section 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter on one occasion within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal oral or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the two business day days before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial PriceINITIAL PRICE"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives Representative to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives Representative to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. (c) On the Firm Shares Closing Date, the Company agrees to issue to CIBC Xxxxxxxxxxx Corp. for an aggregate price of $75.00 (for its own account and not as the representative of the several Underwriters), warrants (the "WARRANTS") to purchase an aggregate of 75,000 shares of Common Stock (the "WARRANT SHARES") at a price per Warrant Share equal to 120% of the price to the public in the offering by the Underwriters of the Firm Shares. The Warrants will be exercisable at any time and from time to time on or after the first anniversary of the Effective Date (as defined below) up to the fifth anniversary thereof. Each Warrant shall be substantially identical to the form of Warrant filed as an exhibit to the Registration Statement (as defined below).

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (ai) The Company agrees to issue and sell an aggregate of 2,500,000 Firm Shares to the several Underwriters, (ii) each Selling Stockholder agrees to sell to each the several Underwriters the number of Firm Shares set forth opposite such Selling Stockholder's name under the Underwriterscolumn "Number of Firm Shares To Be Sold" in Schedule I hereto, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at a price of $_U.S.$____ per share (the "Initial PriceINITIAL PRICE"), the respective number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofSchedules II and III hereto. (b) The Company grants Selling Stockholders grant to the several U.S. Underwriters an option to purchasepurchase at the Initial Price, severally and not jointly, all or any part of the Option Shares at set forth opposite each Selling Stockholder's name under the Initial Pricecolumn "Number of Option Shares To Be Sold" in Schedule I hereto. The number of Option Shares to be purchased by each U.S. Underwriter shall be the same percentage (adjusted by the U.S. Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the U.S. Underwriters as such U.S. Underwriter is purchasing of the U.S. Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the second business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the U.S. Representatives to an attorney-in-fact for the Company Selling Stockholders no later than 12:00 noon, New York City time, on the second business day before the Firm Shares Closing Date or at least two three business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ 13.775 per share (the "“Initial Price"”), the number of Firm Shares set forth opposite the name of such Underwriter under the column "“Number of Firm Shares to be Purchased from the Company" Purchased” on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives Representative to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives Representative to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the ------------------------------- representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees and the Selling Stockholder, severally and not jointly, agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholder, at a price of $__________ per share (the ---------- ------------------------- /1/ Plus an option to purchase from BNC Mortgage, Inc. up to 475,979 additional shares to cover over-allotments, if any. "Initial Price"), the number of Firm Shares set forth opposite the name of such ------------- Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment adjustments under Section 10. The number of Firm Shares to be purchased by each Underwriter from the Company and the Selling Stockholder shall be as nearly as practicable in accordance with Section 10 hereofthe same proportion as the number of Firm Shares being sold by the Company and the Selling Stockholder bears to the total number of Firm Shares to be sold hereunder. (b) The Company grants to the several Underwriters an option (the "Option") to purchase, severally and not jointly, all or any part of the Option ------- Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter from the Company shall be as nearly as practicable in the same percentage (adjusted proportion as the number of Firm Shares being sold by the Representatives Company to eliminate fractions) of such Underwriter bears to the total number of Option Firm Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Sharessold hereunder. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date of such purchase. (if other than c) The Company agrees to issue, on the Firm Shares Closing DateDate (as defined below), to CIBC Xxxxxxxxxxx Corp. and Xxxxx Xxxxxxx Inc. (for their own account and not as the Representatives of the several Underwriters), for an aggregate price of $3,173, warrants (the "Warrants") to purchase an aggregate of such purchase317,319 shares of Common Stock (the "Warrant Shares"), exercisable at a price per Warrant Share equal to 110% of the price the Shares are first offered to the public by the Underwriters. The Warrants will be exercisable at any time and from time to time on or after the first anniversary of the date of this Agreement up to the fifth anniversary thereof. Each Warrant shall be substantially identical to the form of Warrant filed as an exhibit to the Registration Statement (as defined below).

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company Selling Stockholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanySelling Stockholder, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the CompanyBe Purchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants and the Selling Stockholder grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The respective number of Option Shares to be purchased from the Company and from the Selling Stockholder pursuant to the exercise of such option shall be equal to the total number of Option Shares to be purchased by the Underwriters multiplied by a fraction (adjusted by the Representatives to eliminate fractional shares) (x) the numerator of which is 1,137 (with respect to the Company) or 800 (with respect to the Selling Stockholder), as the case may be, and (y) the denominator of which is 1,937. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractionsfractional shares) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the aggregate number of Option Shares to be purchased, the respective number of Option Shares to be purchased from the Company and from the Selling Stockholder, and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to issue and sell the Firm Shares to each of the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from at the Company, at a purchase price per share of Common Stock of $_____ per share (the "Initial Price"), the aggregate number of Firm Shares set forth opposite such Underwriter's name on Schedule I attached hereto. The Underwriters agree to offer the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment public as set forth in accordance with Section 10 hereofthe Prospectus (as hereinafter defined). (b) The Company grants Selling Stockholders grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the number of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile telecopy or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile telecopy or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the any Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. (c) On the Firm Shares Closing Date (as defined below), the Company shall issue and sell to Rodmxx & Xensxxx, Xxc. ("Rodmxx") and Cruttenden Roth Xxxorporated ("Cruttenden"), individually and not as Representatives of the Underwriters, for an aggregate purchase price of $.001 per warrant, warrants representing the right of the Representatives to purchase an aggregate number of Shares of Common Stock (the "Warrant Shares") equal to 10% of the Firm Shares (which warrants shall be evidenced in the form set forth as an exhibit to the Registration Statement) (the "Representatives' Warrants"). The Representatives' Warrants shall be allocated among each of the Representatives as the Company shall be advised in writing by Rodmxx.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Principal Stockholder and the Company grants grant, jointly and severally, to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The Principal Stockholder shall have the first option to grant to the Underwriters an option to purchase all or any part of the Option Shares at the Initial Price. In the event the Principal Stockholder elects not to sell any Option Shares or elects to sell less than all of the total Option Shares, then in such event, the Company shall grant to the several Underwriters an Option to purchase, severally and not jointly, the remainder of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time on one or more occasions thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company and the Principal Stockholder no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On (a) The Company hereby agrees to sell the basis of Primary Shares, to the several Underwriters as set forth in Schedule A attached hereto, and the several Underwriters, in reliance upon the representations, warranties and agreements contained inherein contained, and but subject to the terms and conditions ofhereinafter stated, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at the place and the time specified below, the respective aggregate numbers of Primary Shares set forth in Schedule A opposite their respective names, plus any additional Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 3(b) hereof, at a price of $_____ per share Share ([__]% of the "Initial Price"Primary Share offering price), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants In addition, on the basis of the representations and warranties herein contained, from time to time upon not less than two days’ and not more than ten days’ notice from the Representatives to the several Underwriters an option to purchaseCompany and the Selling Stockholders, or their counsel or Attorney-in-Fact, the Company and the Selling Stockholders, severally and not jointly, agree to sell to the Underwriters (but only for the purpose of covering over-allotments in the sale of the Primary Shares), all or any part portion of the Option Shares Over-Allotment Shares, as specified by the Representatives in such notice, at the Initial Pricepurchase price stated in Section 3(a) hereof. The Over-Allotment Shares may be purchased on the Closing Date or at any time or times thereafter so long as the notice to purchase is given not later than forty-five (45) days following the date of the Prospectus. Upon timely delivery of the notice to the Company, the Company and the Selling Stockholders shall become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters shall become obligated to purchase, the number of Option Over-Allotment Shares to specified in such notice. Over-Allotment Shares shall be purchased by each Underwriter shall be from the same percentage (adjusted by Company and each Selling Stockholder in the Representatives proportion that the number of Primary Shares set opposite the name of each Underwriter in Schedule A hereto bears to eliminate fractions) of the total number of Option Primary Shares (subject to such adjustments to eliminate fractional shares as you may determine). No Over-Allotment Shares shall be purchased by delivered to or for the accounts of the Underwriters unless the Primary Shares shall be simultaneously delivered and paid for or shall theretofore have been delivered and paid for as herein provided. (c) The respective purchase obligation of each Underwriter shall be subject to such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (adjustments as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasemake in their absolute discretion.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. The Selling Stockholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholders, at the Initial Price, the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Selling Stockholders" on Schedule II attached hereto, subject to adjustment in accordance with Section 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_________ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ 21.43 per share (the "Initial Price"), the number of ------------- Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the CompanyTo Be Purchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives Underwriters to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives CIBC World Markets Corp. to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. (a) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement: (a) The , the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agreesagree to purchase, severally and not jointly, to purchase from the Company, Firm Shares at a purchase price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofShare. (b) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement, the policies of the National Association of Securities Dealers, Inc. (the "NASD"), and pursuant to directions from the Company, the Underwriters will offer to sell to each of the persons listed on Exhibit A (who may purchase alone or with family members to the extent permitted by the Free-Riding and Withholding Interpretation (the "Interpretation") under the Conduct Rules of the NASD) the number of Shares set forth opposite their respective names on Exhibit A. The parties agree that the securities purchased and sold under this subparagraph shall constitute "issuer directed securities" sold to the issuer's employees or directors or other persons under the Interpretation. (c) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any part of the Option Optional Shares at the Initial Pricea price per Share of $_____. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such over-allotment option may be exercised only to cover over-allotments in the sales sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time or times on or before 12:00 noon, New York City Detroit time, on the business day before the Firm Shares Closing Date (as defined in Section 2 below), and from only once at any time to time thereafter after that date and within 30 days after the date of this AgreementEffective Date (as defined in Section 4 below), in each case upon written, written or transmitted facsimile or telegraphic notice, or verbal or telephonic notice confirmed by writtentransmitted facsimile, facsimile written or telegraphic notice, by the Representatives Underwriters to the Company no later than 12:00 noon, New York City Detroit time, on the business day before the Firm Shares Closing Date or at least two three but not more than five full business days before the Option Optional Shares Closing Date (as defined in Section 2 below), as the case may be, setting forth the number of Option Optional Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, Underwriters and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a price Company the respective number of $_____ per share Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the "Initial Price"), same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter under on Schedule I to this Agreement bears to the column "Number total number of Firm Shares to be Purchased from sold by the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofeach case at a purchase price of $___ per share (the "Initial Price"). (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal oral or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives Representative to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the second business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives Representative to the Company no later than 12:00 noon, New York City time, on the second business day before the Firm Shares Closing Date or at least two three business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ $ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on in Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof.. 2 (b) The Company grants Option Selling Stockholders, severally and not jointly, grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasepurchase which shall be not more than three business days following the date of the exercise of the option. The Company agrees that if any Option Selling Stockholder fails to deliver the number of Option Shares to be purchased by the Underwriters hereunder, then the Company shall, at the request of the representatives and upon the same terms and conditions hereof as relate to the sale of the Option Shares by the Option Selling Stockholders, on the Option Shares Closing Date deliver to the Underwriters the number of Option Shares that such Option Selling Stockholder failed to deliver.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a1) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ [-] per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the CompanyShares" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b2) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part (but not more than once) at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each such case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ [ ] per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on in Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements covenants contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a price of $__________ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on in Schedule I to this Agreement, subject to adjustment in accordance with 2 Section 10 11 hereof. The Selling Securityholder agrees to sell to the Underwriters, and each Underwriter agrees severally and not jointly, to purchase from the Selling Securityholder, at the Initial Price, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II to this Agreement, subject to adjustment in accordance with Section 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day two days before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day two days before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ [ ] per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. (b) The Company grants and the Selling Shareholders grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. Such Option Shares shall be purchased first from the Selling Stockholders in equal amounts until all of such Selling Stockholders' Option Shares have been purchased, and then from the Company. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. Upon receiving such notice from the Representatives, the Company shall promptly communicate such notice to the Selling Shareholders.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to issue and sell the Firm Shares to each of the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from at the Company, at a purchase price per share of Common Stock of $_____ per share (the "Initial Price"), the aggregate number of Firm Shares set forth opposite such Underwriter's name in Schedule I attached hereto. The Underwriters agree to offer the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment public as set forth in accordance with Section 10 hereofthe Prospectus (as hereinafter defined). (b) The Company grants Selling Stockholders grant to the several Underwriters an option to purchase, purchase severally and not jointly, all or any part of the Option number of Selling Stockholder Shares at the Initial Price. The number of Option Selling Stockholder Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Selling Stockholder Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile telecopy or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile telecopy or telegraphic notice, by the Representatives to each of the Company and the Selling Stockholders no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before any Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Selling Stockholder Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. (c) The Company grants to the several Underwriters an option to purchase severally and not jointly, all or any part of the number of Company Option Shares at the Initial Price. The number of Company Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Company Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only if the Underwriters have purchased all of the Selling Stockholder Shares and only to cover over-allotments in the sales of the Firm Shares by the Underwriters. Such option may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, upon written, telecopy or telegraphic notice, or verbal or telephonic notice confirmed by written, telecopy or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the any Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Company Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the ------------------------------- representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees and the Selling Stockholders agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at a price of $___________ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on in Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ 27.48 per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees and the Selling Stockholders agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at a price of $_____ $ per share (the "Initial Price"), the number of Firm Shares (adjusted by the Representatives to eliminate fractions) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by the Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter under in Schedule I to this Agreement bears to the column "Number total number of Firm Shares to be Purchased from sold by the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. Company and the Selling Stockholders. 2 (b) The Company Selling Stockholder identified in Schedule II to this Agreement as offering Option Shares (the "Option Selling Stockholder") hereby grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on between the business day before the Firm Shares Closing Date (as defined below), date of this Agreement and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasepurchase which shall be not more than three business days following the date of the exercise of the option.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to issue and sell the Firm Shares, to each of the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from at the Company, at a purchase price per share of Common Stock of $_____ per share (the "Initial Price"), the aggregate number of Firm Shares set forth opposite such Underwriter's name in Schedule I attached hereto. The Underwriters agree to offer the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment public as set forth in accordance with Section 10 hereofthe Prospectus. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any part of the number of Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives Representative to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives Representative to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the any Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On (a) The Company hereby agrees to sell the basis of Primary Shares, to the several Underwriters as set forth in Schedule A attached hereto, and the several Underwriters, in reliance upon the representations, warranties and agreements contained inherein contained, and but subject to the terms and conditions ofhereinafter stated, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at the place and the time specified below, the respective aggregate numbers of Primary Shares set forth in Schedule A opposite their respective names, plus any additional Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 2(b) hereof, at a price of $______ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofShare. (b) The Company grants In addition, on the basis of the representations and warranties herein contained, from time to time upon not less than two days’ and not more than ten days’ notice from the Representatives to the several Company, or its counsel, the Company agrees to sell to the Underwriters an option to purchase(but only for the purpose of covering over-allotments in the sale of the Primary Shares), all or any portion of the Over-Allotment Shares, as specified by the Representatives in such notice, at the purchase price stated in Section 2(a) hereof and the Underwriters agree, severally and not jointly, all to purchase such Over-Allotment Shares. The Over-Allotment Shares may be purchased on the Closing Date or at any part time or times thereafter so long as the notice to purchase is given not later than 45 days following the date of the Option Prospectus. Over-Allotment Shares at the Initial Price. The number of Option Shares to shall be purchased by each Underwriter shall be in the same percentage (adjusted by proportion that the Representatives number of Primary Shares set opposite the name of each Underwriter in Schedule A hereto bears to eliminate fractions) of the total number of Option Primary Shares. No Over-Allotment Shares shall be delivered to be purchased by or for the accounts of the Underwriters unless the Primary Shares shall be simultaneously delivered and paid for or shall theretofore have been delivered and paid for as herein provided. (c) The respective purchase obligation of each Underwriter shall be subject to such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (adjustments as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasemake in their absolute discretion.

Sale and Purchase of the Shares. On the basis of the ------------------------------- representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ [ ] per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on in Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. (c) On the Firm Shares Closing Date, the Company agrees to issue to each of the Representatives (for their own respective accounts and not as representatives of the several Underwriters), in exchange for the payment by each of the Representatives to the Company of $[______] per underlying share of Common Stock, warrants (the "Warrants") to purchase the number of shares of the Common Stock set forth opposite the name of such Representative in Schedule II to this Agreement(the "Warrant Shares") at an exercise price per Warrant Share equal to 120% of the Price to Public listed on the cover page of the Prospectus (as defined below). The Warrants will be exercisable at any time and from time to time on or after the first anniversary of this Agreement up to the fifth anniversary hereof. Each Warrant shall be substantially identical to the form of Warrant filed as an exhibit to the Registration Statement (as defined below).

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On (a) The Company hereby agrees to sell the basis of Primary Shares, to the several Underwriters as set forth in Schedule A attached hereto, and the several Underwriters, in reliance upon the representations, warranties and agreements contained inherein contained, and but subject to the terms and conditions ofhereinafter stated, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at the place and the time specified below, the respective aggregate numbers of Primary Shares set forth in Schedule A opposite their respective names, plus any additional Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 2(b) hereof, at a price of $[_____ ] per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofShare. (b) The Company grants In addition, on the basis of the representations and warranties herein contained, from time to time upon not less than two days’ and not more than ten days’ notice from the Representative to the several Company, or its counsel, the Company agrees to sell to the Underwriters an option to purchase(but only for the purpose of covering over-allotments in the sale of the Primary Shares), all or any portion of the Over-Allotment Shares, as specified by the Representative in such notice, at the purchase price stated in Section 2(a) hereof and the Underwriters agree, severally and not jointly, all to purchase such Over-Allotment Shares. The Over-Allotment Shares may be purchased on the Closing Date or at any part time or times thereafter so long as the notice to purchase is given not later than 45 days following the date of the Option Prospectus. Over-Allotment Shares at the Initial Price. The number of Option Shares to shall be purchased by each Underwriter shall be in the same percentage (adjusted by proportion that the Representatives number of Primary Shares set opposite the name of each Underwriter in Schedule A hereto bears to eliminate fractions) of the total number of Option Primary Shares. No Over-Allotment Shares shall be delivered to be purchased by or for the accounts of the Underwriters unless the Primary Shares shall be simultaneously delivered and paid for or shall theretofore have been delivered and paid for as herein provided. (c) The respective purchase obligation of each Underwriter shall be subject to such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), adjustments as the case Representative may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasemake in its absolute discretion.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Company Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Selling Stockholder agrees to sell to each of the Underwriters, and each of the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholder at the Initial Price, the number of Selling Stockholder Shares set forth opposite the name of such Underwriter on Schedule I to this Agreement. (c) The Selling Stockholder and the Company grants grant, jointly and severally, to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The Selling Stockholder shall have the first option to grant to the Underwriters an option to purchase all or any part of the Option Shares at the Initial Price. In the event the Selling Stockholder elects not to sell any Option Shares or elects to sell less than all of the total Option Shares, then in such event, the Company shall grant to the several Underwriters an Option to purchase, severally and not jointly, the remainder of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time on one or more occasions thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company and the Selling Stockholder no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof.to (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and thereafter from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal oral or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ 35.72 per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives Underwriters to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives Underwriters to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees and the Selling Stockholders agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on in Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share _ (b) The Selling Stockholder agrees to sell to each of the "Underwriters, and each of the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholder at the Initial Price"), the number of Firm Selling Stockholder Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (bc) The Selling Stockholder and the Company grants grants, jointly and severally, to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The Selling Stockholder shall have the first option to grant to the Underwriters an option to purchase all or any part of the Option Shares at the Initial Price. In the event the Selling Stockholder elects not to sell any Option Shares or elects to sell less than all of the Option Shares, then in such event the Company ________________ Underwriters an Option _________________ of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time on one or more occasions thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ 15.20 per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On (a) The Company hereby agrees to sell the basis of Primary Shares, to the several Underwriters as set forth in Schedule A attached hereto, and the several Underwriters, in reliance upon the representations, warranties and agreements contained inherein contained, and but subject to the terms and conditions ofhereinafter stated, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at the place and the time specified below, the respective aggregate numbers of Primary Shares set forth in Schedule A opposite their respective names, plus any additional Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 2(b) hereof, at a price of $______ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofShare. (b) The Company grants In addition, on the basis of the representations and warranties herein contained, from time to time upon not less than two days’ and not more than ten days’ notice from the Representative to the several Company, or its counsel, the Company agrees to sell to the Underwriters an option to purchase(but only for the purpose of covering over-allotments in the sale of the Primary Shares), all or any portion of the Over-Allotment Shares, as specified by the Representative in such notice, at the purchase price stated in Section 2(a) hereof and the Underwriters agree, severally and not jointly, all to purchase such Over-Allotment Shares. The Over-Allotment Shares may be purchased on the Closing Date or at any part time or times thereafter so long as the notice to purchase is given not later than 45 days following the date of the Option Prospectus. Over-Allotment Shares at the Initial Price. The number of Option Shares to shall be purchased by each Underwriter shall be in the same percentage (adjusted by proportion that the Representatives number of Primary Shares set opposite the name of each Underwriter in Schedule A hereto bears to eliminate fractions) of the total number of Option Primary Shares. No Over-Allotment Shares shall be delivered to be purchased by or for the accounts of the Underwriters unless the Primary Shares shall be simultaneously delivered and paid for or shall theretofore have been delivered and paid for as herein provided. (c) The respective purchase obligation of each Underwriter shall be subject to such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), adjustments as the case Representative may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasemake in its absolute discretion.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ 12.00 per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic noticewritten notice (which may be facsimile), or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date written notice (as defined belowwhich may be facsimile), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasepurchase which shall be not more than three business days following the date of exercise of the option.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. The Selling Stockholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholders, at the Initial Price, the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Selling Stockholders" on Schedule I to this Agreement, subject to adjustment in accordance with Section 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. The Selling Stockholders agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholders, at the "Initial Price," the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Selling Stockholders" on Schedule I to this Agreement, subject to adjustment in accordance with Section 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon9:00 a.m. San Francisco, New York City California time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, written or facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, written or facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon9:00 a.m. San Francisco, New York City California time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. (b) The Company grants and the Selling Stockholder each grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price, provided however that the Underwriters shall not elect to exercise the option granted by the Selling Stockholder until the option granted by the Company has been exercised in its entirety by the Underwriters. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such Each such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. (a) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement:, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase, the Firm Shares at a purchase price of $[______] per Share, except as set forth in Section 1(b) below. (ab) The On the basis of the representations, warranties and agreements of the Company agrees contained in, and subject to the terms and conditions of, this Agreement, the policies of the National Association of Securities Dealers, Inc. (the "NASD"), and pursuant to directions from the Company, the Underwriter will offer to sell to each of the Underwriters, persons listed on EXHIBIT A (who may purchase alone or with family members to the extent permitted by the Free-Riding and each Withholding Interpretation (the "Interpretation") under the Rules of Fair Practice of the Underwriters agreesNASD) the number of Shares set forth opposite their respective names on EXHIBIT A. To the extent such persons (alone or with such family members) offer to buy such Shares, severally and not jointly, the Underwriter agrees to purchase from the Company, at a price of $up to [_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name ______] of such Underwriter Shares at a purchase price of $[______] per Share. The parties agree that the securities purchased and sold under this subparagraph shall constitute "issuer directed securities" sold to the issuer's employees or directors or other persons under the column "Number Interpretation. (c) On the basis of Firm Shares the representations, warranties and agreements of the Company contained in, and subject to be Purchased from the Company" on Schedule I to terms and conditions of, this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The the Company grants to the several Underwriters Underwriter an option to purchase, severally and not jointly, purchase all or any part of the Option Optional Shares at the Initial Pricea price per Share of $[______]. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such over-allotment option may be exercised only to cover over-allotments in the sales sale of the Firm Shares by the Underwriters Underwriter and may be exercised in whole or in part at any time or times on or before 12:00 noon, New York City Detroit time, on the business day before the Firm Shares Closing Date (as defined in Section 2 below), and from only once at any time to time thereafter after that date and within 30 days after the date of this AgreementEffective Date (as defined in Section 4 below), in each case upon written, written or transmitted facsimile or telegraphic notice, or verbal or telephonic notice confirmed by writtentransmitted facsimile, facsimile written or telegraphic notice, by the Representatives Ronex & Xo. to the Company no later than 12:00 noon, New York City Detroit time, on the business day before the Firm Shares Closing Date or at least two three but not more than five full business days before the Option Optional Shares Closing Date (as defined in Section 2 below), as the case may be, setting forth the number of Option Optional Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_________ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic noticewritten notice (which may be facsimile), or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date written notice (as defined belowwhich may be facsimile), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasepurchase which shall be not more than three business days following the date of exercise of the option.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell the Company Shares to each of the Underwriters, each of the Selling Shareholders agree, severally and not jointly, to sell to each of the Underwriters that number of Seller Shares set forth opposite such Selling Shareholder's name on Schedule II to this Agreement and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, at a price of $_____ per share (the "Initial Price"), the respective aggregate number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. (c) On the Firm Shares Closing Date, the Company agrees to issue to CIBC Oppexxxxxxx Xxxp. and Cruttenden Roth Xxxorporated for an aggregate price of $________ (for their own account and not as the Representatives of the several Underwriters), warrants (the "Warrants") to purchase an aggregate of 408,583 shares of Common Stock (the "Warrant Shares") at a price per Warrant Share equal to 120% of the price the Shares are first offered to the public by the Underwriters. The Warrants will be exercisable at any time and from time to time on or after the first anniversary of the date of this Agreement up to the fifth anniversary thereof. Each Warrant shall be substantially identical to the form of Warrant filed as an exhibit to the Registration Statement (as defined below).

Sale and Purchase of the Shares. On the basis of the representations, ------------------------------- warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, 2 warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees and the Selling Shareholder agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholder, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, time on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. The Selling Shareholders each agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Selling Shareholders, at the Initial Price, the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Selling Shareholder" on Schedule I to this Agreement, subject to adjustment in accordance with Section 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the ------------------------------- representations, warranties and agreements covenants contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to issue and sell to each of the UnderwritersUnderwriters 2,000,000 Firm Shares and the Firm Shares Selling Shareholder agrees to sell to the Underwriters 200,000 Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Firm Shares Selling Shareholder, at a price of U.S. $_________ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. (b) The Company For purposes of covering over-allotments in connection with the distribution and sale of the Firm Shares, each Option Shares Selling Shareholder grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the number of Option Shares at set forth opposite the name of such Option Shares Selling Shareholder under the column "Number of Option Shares to be Sold" on Part II of Schedule II to this Agreement, with a per share exercise price equal to the Initial Price. The number of Option Shares to be purchased by each Underwriter shall will be equal to the same percentage (adjusted by the Representatives to eliminate fractionsfractions of shares) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day two (2) days before the Firm Shares Closing Date (as defined below), and from time to the time thereafter within 30 thirty (30) days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day two (2) days before the Firm Shares Closing Date or at least two (2) business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On (a) The Company hereby agrees to sell the basis of Primary Shares, to the several Underwriters as set forth in Schedule A attached hereto, and the several Underwriters, in reliance upon the representations, warranties and agreements contained inherein contained, and but subject to the terms and conditions ofhereinafter stated, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at the place and the time specified below, the respective aggregate numbers of Primary Shares set forth in Schedule A opposite their respective names, plus any additional Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 2(b) hereof, at a price of $_____ [ ] per share Share (94% of the "Initial Price"Primary Share offering price), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants In addition, on the basis of the representations and warranties herein contained, from time to time upon not less than two days’ and not more than ten days’ notice from the Representatives to the several Company, or their counsel or Attorney-in-Fact, the Company agrees to sell to the Underwriters an option to purchase, severally and not jointly(but only for the purpose of covering over-allotments in the sale of the Primary Shares), all or any part portion of the Option Shares Over-Allotment Shares, as specified by the Representatives in such notice, at the Initial Pricepurchase price stated in Section 2(a) hereof. The Over-Allotment Shares may be purchased on the Closing Date or at any time or times thereafter so long as the notice to purchase is given not later than forty-five (45) days following the date of the Prospectus. Upon timely delivery of the notice to the Company, the Company shall become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters shall become obligated to purchase, the number of Option Over-Allotment Shares to specified in such notice. Over-Allotment Shares shall be purchased by each Underwriter shall be from the same percentage (adjusted by Company in the Representatives proportion that the number of Primary Shares set opposite the name of each Underwriter in Schedule A hereto bears to eliminate fractions) of the total number of Option Primary Shares (subject to such adjustments to eliminate fractional shares as you may determine). No Over-Allotment Shares shall be purchased by delivered to or for the accounts of the Underwriters unless the Primary Shares shall be simultaneously delivered and paid for or shall theretofore have been delivered and paid for as herein provided. (c) The respective purchase obligation of each Underwriter shall be subject to such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (adjustments as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasemake in their absolute discretion.

Sale and Purchase of the Shares. On (a) The Company hereby agrees to sell the basis of Primary Shares, to the several Underwriters as set forth in Schedule A attached hereto, and the several Underwriters, in reliance upon the representations, warranties and agreements contained inherein contained, and but subject to the terms and conditions ofhereinafter stated, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at the place and the time specified below, the respective aggregate numbers of Primary Shares set forth in Schedule A opposite their respective names, plus any additional Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 2(b) hereof, at a price of $_________ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofShare. (b) The Company grants In addition, on the basis of the representations and warranties herein contained, from time to time upon not less than two days’ and not more than ten days’ notice from the Representative to the several Company, or its counsel, the Company agrees to sell to the Underwriters an option to purchase(but only for the purpose of covering over-allotments in the sale of the Primary Shares), all or any portion of the Over-Allotment Shares, as specified by the Representative in such notice, at the purchase price stated in Section 2(a) hereof and the Underwriters agree, severally and not jointly, all to purchase such Over-Allotment Shares. The Over-Allotment Shares may be purchased on the Closing Date or at any part time or times thereafter so long as the notice to purchase is given not later than 45 days following the date of the Option Prospectus. Over-Allotment Shares at the Initial Price. The number of Option Shares to shall be purchased by each Underwriter shall be in the same percentage (adjusted by proportion that the Representatives number of Primary Shares set opposite the name of each Underwriter in Schedule A hereto bears to eliminate fractions) of the total number of Option Primary Shares. No Over-Allotment Shares shall be delivered to be purchased by or for the accounts of the Underwriters unless the Primary Shares shall be simultaneously delivered and paid for or shall theretofore have been delivered and paid for as herein provided. (c) The respective purchase obligation of each Underwriter shall be subject to such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), adjustments as the case Representative may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasemake in its absolute discretion.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to issue and sell the Company Shares and the Selling Stockholders, severally and not jointly, agree to each of sell the Selling Stockholder Shares to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from at the Company, at a purchase price per share of Common Stock of $_____ per share (the "Initial Price"), 2 the aggregate number of Firm Shares set forth opposite the such Underwriter's name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on in Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofattached hereto. (b) The Company grants to the several Underwriters an option to purchasepurchase up to an additional _______ shares at the Initial Price and the Selling Stockholders grant to the several Underwriters an option to purchase up to an additional _______ shares at the Initial Price. Pursuant to such option, the Company and each of the Selling Stockholders agree to issue and sell the Option Shares to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, all or any part of the Option Shares to purchase at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be Price the same percentage (adjusted by the Representatives Rodmxx & Xensxxx, Xxc. to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), ) and from time to time-to-time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by writtenRodmxx & Xensxxx, facsimile or telegraphic notice, by the Representatives to Xxc. ("Rodmxx") xo the Company no later than 12:00 noon, New York City time, on and the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, Selling Stockholders setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. (b) The Company grants and the Selling Shareholders grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. Such Option Shares shall be purchased first from the Selling Stockholders in equal amounts until all of such Selling Stockholders' Option Shares have been purchased, and then from the Company. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. Upon receiving such notice from the Representatives, the Company shall promptly communicate such notice to the Selling Shareholders.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ 78.64 per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to issue and sell the Company Shares and the Selling Stockholders, severally and not jointly, agrees to each of sell the Selling Stockholder Shares to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from at the Company, at a purchase price of $_____ per share of Common Stock of $ (the "Initial Price"), the aggregate number of Firm Shares set forth opposite such Underwriter's name in Schedule I attached hereto. The Underwriters agree to offer the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment public as set forth in accordance with Section 10 hereofthe Prospectus. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any part of the 360,000 Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives Representative to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives Representative to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the any Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_______ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal oral or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the each Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. The Selling Stockholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholders, at the "Initial Price", the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Selling Stockholders" on Schedule I to this Agreement, subject to adjustment in accordance with Section 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees and the Selling Shareholders agree severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Companypurchase, at a price of $_____ [ ] per share (the "Initial Price"), the number of Firm Shares (adjusted by the Representatives to eliminate fractions) which bears the same proportion to the total number of Firm Shares to be sold by the Company or the Selling Shareholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter under on Schedule I attached to this Agreement bears to the column "Number total number of Firm Shares to be Purchased from sold by the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereofCompany and the Selling Shareholders. (b) The Company grants Selling Shareholders grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time [ONLY ONCE] thereafter within 30 days after the date of this Agreement, in each case upon written, written or facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, written or facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I II to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. Each of the Selling Shareholders agrees to sell to the Underwriters the number of Firm Shares set forth opposite his name on Schedule I, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, at the Initial Price, the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Selling Shareholders" on Schedule II to this Agreement, subject to adjustment in accordance with Section 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On At the basis initial Closing, and subject ------------------------------- to the terms and conditions hereof, the Company will issue and sell to the Purchasers and each Purchaser will purchase from the Company the number of shares of Series F Preferred set forth opposite its name on Schedule I, at a ---------- purchase price of $2.75 per share. SECTION 3 --------- Closing, Payment and Delivery ----------------------------- The purchase and sale of the representationsShares being purchased by the Purchasers hereunder shall take place at 10:00 a.m. at the offices of General Counsel Associates, warranties 0000 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 on March 5, 1996, and agreements contained inat such other time, date and place as is consistent with the terms of this Agreement (which time, date and place, and any future such time, date and place, are referred to in this Agreement as a "Closing" and a "Closing Date"). At the initial Closing the Company shall deliver to each of the Purchasers a certificate representing the number of Shares set forth opposite the Purchaser's name on Schedule I against delivery to the Company by the Purchaser of the ---------- amount of the purchase price of such Shares in the form of Note(s) in the aggregate principal amount, plus accrued interest, as set forth opposite each such Purchaser's respective name on the Schedule of Purchasers and the amount in immediately available funds as set forth opposite each such Purchaser's respective name on the Schedule of Purchasers. In addition, on or prior to March 31, 1996, at a purchase price of $2.75 per share, and subject to the terms and conditions ofsatisfaction of the Company's counsel as to securities laws issues, this Agreement: the Company (a) The Company agrees to shall sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, persons listed on Schedule II hereto who elects to purchase from the Company, at a price of $_____ per share (the "Initial Price")so purchase, the number of Firm Shares set forth ----------- opposite such person's name on Schedule II against delivery to the name Company by ----------- such person of the amount of the purchase price of such Underwriter under Shares in the column "Number form of Firm Shares to be Purchased from Note(s) in the Company" aggregate principal amount, plus accrued interest, as set forth opposite such person's name on Schedule I to this Agreement, subject to adjustment II and the amount in accordance with Section 10 hereof. immediately ----------- available funds as set forth opposite such person's name on the Schedule II (or ----------- any combination thereof) and (b) The Company grants may sell additional Shares to such persons as designated by the Company. Any subsequent sales of Shares pursuant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter foregoing provision shall be made pursuant to the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date provisions of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) . As a condition of such purchase, all purchasers of such Shares shall execute a counterpart of this Agreement and shall, for all purposes, be considered Purchasers hereunder. Notwithstanding anything in this Agreement to the contrary, if less than 3,500,000 Shares are sold by March 31, 1996, the term Shares shall only refer to such lesser number.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ 22.56 per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before immediately prior to the Firm Shares Closing Date (as defined below), and in whole or in part from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before immediately prior to the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The maximum number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, 2:00 p.m. New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, written or facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, written or facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, 2:00 p.m. New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and thereafter from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal oral or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to issue and sell the Firm Shares to each of the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from at the Company, at a purchase price per share of Common Stock of $_____ per share (the "Initial Price"), the aggregate number of Firm Shares set forth opposite such Underwriter's name on Schedule I attached hereto. The Underwriters agree to offer the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment public as set forth in accordance with Section 10 hereofthe Prospectus (as hereinafter defined). (b) The Company grants Selling Stockholders grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the number of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined belowhereinafter defined), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile telecopy or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile telecopy or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the any Option Shares Closing Date (as defined belowhereinafter defined), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. (c) On the Firm Shares Closing Date (as defined below), the Company shall issue and sell to Josexxxxxx Xxxx & Xoss Xxxorporated ("Josephthal") and Cruttenden Roth Xxxorporated ("Cruttenden"), individually and not as Representatives of the Underwriters, for an aggregate purchase price of $.001 per warrant, warrants representing the right of the Representatives to purchase an aggregate number of shares of Common Stock (the "Warrant Shares") equal to 10% of the Firm Shares (which warrants shall be evidenced in the form set forth as an exhibit to the Registration Statement) (the "Representatives' Warrants"). The Representatives' Warrants shall be allocated between each of the Representatives as the Company shall be advised in writing by Josephthal.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 11 hereof. The purchase price for the Firm Shares (the "Initial Price") shall be as set out in the Price Determination Agreement. (b) The Company grants and the Selling Shareholders grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters Underwriter as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. Such option, if exercised in part, shall first be satisfied by purchase of Option Shares to be sold by the Company and then by purchase of Option Shares to be sold by the Selling Shareholders, on a pro rata basis. (c) The Company understands that the Underwriters, other than Xxxxxxx Xxxxx Inc. ("Xxxxxxx Xxxxx"), propose to make a public offering of Shares in the United States and CIBC World Markets Inc. ("CIBC Inc."), the Canadian affiliate of CIBC World Markets Corp. and Xxxxxxx Xxxxx, propose to make a public offering of Shares in Canada, as set out in the Prospectus (defined below), all as soon as the Representatives deem advisable after this Agreement has been executed and delivered. CIBC Inc. and Xxxxxxx Xxxxx shall offer Shares directly in Canada only as permitted by the Canadian Securities Laws (as hereinafter defined).

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees and the Selling Stockholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under on Schedule II to this Agreement. (b) The Company and certain of the column "Number of Firm Shares to be Purchased from the Company" Selling Stockholders, as indicated on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. No Option Shares shall be sold or delivered unless the Firm Shares have been or simultaneously are sold and delivered.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ 16.0625 per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements covenants contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a price of $__________ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on in Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day two days before the Firm Shares Closing Date (as defined below), and from time to time only once thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day two days before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, of this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ [o] per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the CompanyShares" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.