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

Sale, Purchase, Delivery and Payment for 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 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 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + Co, LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxx, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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" Purchased” on Schedule I to this Agreementhereto, subject to adjustment in accordance with Section 9 hereof8. (b) The Company hereby grants to the several Underwriters Representative 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 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 45 days after the date of this Agreement, in each case upon written, facsimile transmission or electronic e-mail notice, or verbal or telephonic notice confirmed by written, facsimile transmission or e-mail notice, by the Representative to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as hereinafter defined) or at least two business days before the Option Shares Closing Date (as defined belowhereinafter defined), as the in each case may befor Option Shares to be delivered on such date, 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares in accordance with Section 1(e), shall be made at the offices of W.R. Hambrecht + CoLxxxxxx & Company (UK) Ltd., LLC500 Xxxxx Xxxxxx, 539 Bryant Street0xx Xxxxx, Suite 100Xxx Xxxx, San FranciscoXxx Xxxx 00000, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day following the date of this Agreement or at such time on such other date, not later than ten (10) five business days after the date of this AgreementAgreement (unless postponed in accordance with the provisions of Section 8), as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares in accordance with Section 1(e) shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such each Underwriter. . (f) The Company will cause hereby agrees to issue and sell to the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, Representative (and/or its designees) on the full business day before the Firm Shares Closing Date a warrant to purchase an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares (or the Option Shares Closing Date in the case of excluding the Option Shares), for an aggregate purchase price of $100.00 (the “Representative’s Warrant”). The Representative’s Warrant, in the form attached hereto as Exhibit C, shall be exercisable, in whole or in part, commencing on the date that is six months after the effective date of the Registration Statement and expiring on the five-year anniversary of the effective date of the Registration Statement at an initial exercise price per share of Common Stock of $[●], which is equal to 100% of the Initial Price. The Representative’s Warrant and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Securities during the 180 days after the effective date of the Registration Statement and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Representative’s Securities for a period of 180 days following the effective date of the Registration Statement to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative’s Warrant shall be issued in the name or names and in such authorized denominations as the Representative may request.

Sale, Purchase, Delivery and Payment for 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 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or oral or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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 (if later) 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxx XxXxxxxxx LLP, LLC000 Xxxxxxx Xxxxxx, 539 Bryant StreetXxxxxx, Suite 100Xxxxxxxxxxxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ [ ] per share Share, representing a 7% discounted price from the price the Underwriters shall sell the Firm Shares to the public (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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 45 days after the date of this Agreement, in each case upon written, facsimile or electronic telegraphic notice, or verbal or telephonic notice confirmed by written or facsimile notice, by the Representative 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 one business days day 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares as provided for in Section 1(d) hereof, shall be made at the offices of W.R. Hambrecht + Co, Maxim Group LLC, 539 Bryant Street000 Xxxxxxxxx Xxxxxx, Suite 100Xxx Xxxx, San FranciscoXX 00000 or at such other place as shall be agreed upon by the Representatives and the Company, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), after 4:30 p.m. New York City time, fourth) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates Shares to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates If certificates evidencing the Shares are requested by the Representatives for delivery on a Closing Date, such certificates shall be registered in such names and shall be in such denominations as the Representative Representatives shall request in writing at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and ). If no certificates are so requested, the Shares shall be delivered on each Closing Date by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such each Underwriter. The If certificates are so requested, the Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares). (f) As partial consideration, on the Closing Date and the Option Closing Date, the Company shall pay to the Representatives, in cash, a success-based, non-accountable expense allowance in the amount of one and one-quarter percent (1.25%) of the gross proceeds from the sale of the Firm Shares on the Closing Date, less any advances paid to the Representatives prior to the date hereof.

Sale, Purchase, Delivery and Payment for the Shares. On (a) Upon the basis of the representations, warranties and agreements contained in, terms and subject to the terms and conditions ofset forth herein, this Agreement: (a) The the Company agrees to issue and sell an aggregate of ADSs (in the aggregate, the “Firm ADSs”) to each of the several Underwriters, and each of the Underwriters agreesUnderwriter agrees to purchase, severally and not jointly, to purchase from at the Company, at a purchase price of $_____ per share Closing (the "Initial Price"as defined below), the number of Firm Shares ADSs 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 9 hereofhereto. (b) The Company hereby grants aggregate purchase price for the Firm ADSs shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The purchase price for one ADS shall be $ per ADS or $ per ADS if sold to the several investors listed on Schedule 4 in the Offering (each the “ADS Purchase Price” as applicable). (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchasepurchase from the Company, severally and not jointlyin the aggregate, up to additional ADSs (“Option ADSs”) which may be purchased at the ADS Purchase Price. The Option ADSs may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm ADSs. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) 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 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 ADSs 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 45 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, in each case upon written, facsimile or electronic notice, the purchase price to be paid for the Option ADSs is equal to the product of the ADS Purchase Price multiplied by the Representative to number of Option ADSs. (d) On 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 belowhereinafter defined), each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriter’s Closing Purchase Price and the Company shall cause the Depositary to deliver to, or as directed by, such Underwriter its respective Firm ADSs and the Company shall deliver the other items required pursuant to Section 9 that are deliverable at the closing (the “Closing”). The Closing shall occur at the offices of Sichenzia Xxxx Xxxxxxx Xxxxxx LLP (“Representative’s US Counsel”), 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York, New York time, on , 2017, or such other place, time and date as the Representative shall designate by written notice to the Company (the time and date of such Closing is called the “Closing Date”). The place of Closing and the Closing Date may be varied by agreement between the Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the second sentence of Section 8 hereof. (e) The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option ADSs at any time within 45 days after the date of this Agreement. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or e-mail setting forth (i) the aggregate number of Option ADSs as to which the Representative is exercising the option and (ii) the date and time for delivery of and payment for the Option ADSs (each, an “Option Closing” and the date of each Option Closing, an “Option Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date or one Business Day after the delivery of such Notice nor later than three Business Days after the delivery of such notice). Each Option Closing shall occur at the offices of Representative’s US Counsel at 10:00 a.m., New York, New York time, at such place, time and date as the Representative shall designate by written notice to the Company. The place of each Option Closing and each Option Closing Date may be varied by agreement between the Representative and the Company. An Underwriter will not be under any obligation to purchase any Option ADSs prior to the exercise of the Over-Allotment Option by the Representative. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option ADSs specified in such notice. The Representative may cancel the Over-Allotment Option with respect to any Option ADSs not previously purchased at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. On or prior to any Option Closing Date, the Company shall deposit with the Depositary the number of ADS Ordinary Shares underlying the Option ADSs to be purchased by the Underwriters, and on the Option Closing Date, the Company shall cause the Depositary to deliver the Option ADSs to the accounts of the several Underwriters, or as directed by the several Underwriters, against receipt by the Company from the Underwriters or payment therefor as provided in this Agreement. (f) The Offered ADSs to be purchased hereunder shall be registered in such names and in such denominations as the applicable Underwriter shall request prior to 1:00 p.m., New York, New York time, not later than the Business Day preceding the Closing Date or an Option Closing Date, as the case may be. Delivery of the Offered ADSs shall be made through the facilities of The Depository Trust Company (“DTC”) for the accounts of the several Underwriters. The Offered ADSs to be purchased hereunder shall be delivered by the Company on the Closing Date or the Option Closing Date, 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) Payment against payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + Co, LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxx, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company therefor by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective an account or accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered specified in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shareswriting, on the day of notice of exercise of Closing Date, or an Option Closing Date, as the option as described in Section 1(b) and case may be. Payment for the Offered ADSs sold by the Company hereunder shall be delivered by or on behalf of each respective Underwriter to the Company, except as otherwise agreed to by the Company and the Representative. (g) The Company hereby agrees to issue and sell to the Representative through (and/or its designees) on the facilities of Closing Date and the Depository Trust Company Option Closing Date, if applicable, an option ("DTC"“Representative’s Warrant”) for the account purchase of an aggregate number of ADSs, representing 7% of the number of ADSs underlying the Offered ADSs purchased on such Underwriter. The Company will cause date (where, for the certificates representing avoidance of doubt, the Shares to be made available for checking and packaging, at such place as is designated by the Representative, warrants issued on the full business day before the Firm Shares Option Closing Date (or the Option Shares Closing Date in the case Date, shall represent 7% of the Option SharesADSs issued at such date), in the form attached hereto as Exhibit C. The ADSs issuable upon exercise of the Representative’s Warrant and the Ordinary Shares represented by the ADSs are hereinafter referred to together as the “Representative’s Securities” and together with the Public Securities, the “Securities”.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ per share ADS (the "Initial “ADS 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 9 8 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 at the Initial ADS Price. The number of Option Shares to be purchased by each Underwriter 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 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 writtenwritten notice, facsimile or electronic verbal or telephonic notice confirmed by written notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoOxxxxxxxxxx & Co. Inc., LLC80 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) ), and shall be delivered by or on behalf of the Company to the Representative through the facilities of the The Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date each Underwriter named in the case of the Option Shares)Schedule I hereto.

Sale, Purchase, Delivery and Payment for 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 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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 one business days day 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC000 Xxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), after 4:30 p.m. New York City time, fourth) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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" Purchased” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoOxxxxxxxxxx & Co. Inc., LLC80 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third [third][fourth] business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 6.00 per share Unit ($5.61 net of discounts and commissions) (the "Initial Price"), the number of Firm Shares Units set forth opposite the name of such Underwriter under the column "Number of Firm Shares Units to be Purchased from the CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 6 hereof. (b) The For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the several Underwriters an option to purchaseUnderwriters, severally and not jointly, an option to purchase up to an additional 600,000 units from the Company ("Over-allotment Option"). Such additional 600,000 Units are hereinafter referred to as "Option Units." The Firm Units and the Option Units are hereinafter collectively referred to as the "Units," and the Units, the shares of Common Stock and the Warrants included in the Units and the shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to collectively as the "Public Securities." The purchase price to be paid for the Option Units will be the same price per Option Unit as the price per Firm Unit set forth in Section 1(a) hereof. The Over-allotment Option granted pursuant to Section 1(b) hereof may be exercised by the Representatives as to all (at any time) or any part (from time to time) of the Option Shares at Units within 45 days after the Initial PriceEffective Date. The number of Underwriters will not be under any obligation to purchase any Option Shares Units prior to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative to eliminate fractions) exercise of the total number of Over-allotment Option. The Over-allotment Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option granted hereby 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 giving of this Agreement, in each case upon written, facsimile or electronic notice, by the Representative oral notice to the Company no later than 12:00 noonby the Representatives, New York City time, on the business day before the Firm Shares Closing Date which must be confirmed in writing by overnight mail or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, facsimile transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and date payment for the Option Units (if other than the Firm Shares "Option Closing Date"), which will not be later than five full business days nor earlier than two full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representatives, at the offices of the I-Bankers Securities Incorporated ("I-Bankers") or at such other place as shall be agreed upon by the Company and the Representatives. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such purchasenotice. (c) Payment of the purchase price for, and delivery of the certificates for, the Firm Shares Units shall be made at the offices of W.R. Hambrecht + Co10:00 A.M., LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxxNew York time, on the third business day following the date of this Agreement , 2004, or at such time on such other date, not later than ten (10) the fifth business days after the date of this Agreementday thereafter, or at such earlier time as shall be agreed upon by the Company Representatives and the Representative (Company at the offices of I-Bankers or at such time other place as shall be agreed upon by the Representatives and the Company. The hour and date of delivery and payment for the Firm Units are called the "Firm Shares Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representatives' election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $20,400,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all the Firm Units. In addition, in the event that any or all of the Option Shares Units are purchased by the Underwriters, payment of the purchase price, and delivery of the certificatescertificates for, for such the Option Shares Units shall be made on the Option Closing Date at the aboveRepresentatives' election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable to the Trust Fund at the offices of I-mentioned offices, Bankers or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of Company upon delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters you of certificates for the Shares to be purchased by them. representing such securities (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of the Underwriters. The certificates representing the Option Units to be delivered will be in such Underwriterdenominations and registered in such names as the Representatives request not less than two full business days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company's transfer agent or correspondent not less than one full business day prior to such Closing Date. (d) The Company hereby agrees to issue and sell to the Representatives (and/or their designees) on the Effective Date an option ("Representatives' Purchase Option") for the purchase of an aggregate of 300,000 units ("Representatives' Units") for an aggregate purchase price of $100. Each of the Representatives' Units is identical to the Firm Units. The Representatives' Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representatives' Unit of $7.50, which is equal to one hundred twenty-five percent (125%) of the initial public offering price of a Unit. the Representatives' Purchase Option, the Representatives' Units, the Representatives' Warrants and the shares of Common Stock issuable upon exercise of the Representatives' Warrants are hereinafter referred to collectively as the "Representatives' Securities." The Representative's Securities will be identical to those offered to the public except that the Representative's Warrants shall have an exercise price of $6.65. The Public Securities and the Representatives' Securities are hereinafter referred to collectively as the "Securities." The Representatives understand and agree that there are significant restrictions against transferring the Representatives' Purchase Option during the first one hundred eighty (180) days after the Effective Date, as set forth in Section 3 of the Representatives' Purchase Option. Payment of the purchase price of, and delivery of the certificates for, the Representatives' Purchase Option shall be made on the Closing Date. The Company will cause shall deliver to the Representatives, upon payment therefor, certificates representing for the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Representatives' Purchase Option Shares Closing Date in the case of name or names and in such authorized denominations as the Option Shares)Representatives may request.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 8.00 per share Unit ($7.40 net of discounts and commissions) (the "Initial Price"), the number of Firm Shares Units set forth opposite the name of such Underwriter under the column "Number of Firm Shares Units to be Purchased from the CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 6 hereof. (b) The For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the several Underwriters an option to purchaseUnderwriters, severally and not jointly, an option to purchase up to an additional 1,125,000 units from the Company ("Over-allotment Option"). Such additional 1,125,000 Units are hereinafter referred to as "Option Units." The Firm Units and the Option Units are hereinafter collectively referred to as the "Units," and the Units, the shares of Common Stock and the Warrants included in the Units and the shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to collectively as the "Public Securities." The purchase price to be paid for the Option Units will be the same price per Option Unit as the price per Firm Unit set forth in Section 1(a) hereof. The Over-allotment Option granted pursuant to Section 1(b) hereof may be exercised by the Representatives as to all (at any time) or any part (from time to time) of the Option Shares at Units within 45 days after the Initial PriceEffective Date. The number of Underwriters will not be under any obligation to purchase any Option Shares Units prior to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative to eliminate fractions) exercise of the total number of Over-allotment Option. The Over-allotment Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option granted hereby 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 giving of this Agreement, in each case upon written, facsimile or electronic notice, by the Representative oral notice to the Company no later than 12:00 noonby the Representatives, New York City time, on the business day before the Firm Shares Closing Date which must be confirmed in writing by overnight mail or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, facsimile transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and date payment for the Option Units (if other than the Firm Shares "Option Closing Date"), which will not be later than five full business days nor earlier than two full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representatives, at the offices of the I-Bankers Securities Incorporated ("I-Bankers") or at such other place as shall be agreed upon by the Company and the Representatives. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such purchasenotice. (c) Payment of the purchase price for, and delivery of the certificates for, the Firm Shares Units shall be made at the offices of W.R. Hambrecht + Co10:00 A.M., LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxxNew York time, on the third business day following the date of this Agreement , 2005, or at such time on such other date, not later than ten (10) the fifth business days after the date of this Agreementday thereafter, or at such earlier time as shall be agreed upon by the Company Representatives and the Representative (Company at the offices of I-Bankers or at such time other place as shall be agreed upon by the Representatives and the Company. The hour and date of delivery and payment for the Firm Units are called the "Firm Shares Closing Date." Payment for the Firm Units shall be made on the Closing Date at the Representatives' election by wire transfer in Federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable as follows: $ of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement ("Trust Agreement") and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all the Firm Units. In addition, in the event that any or all of the Option Shares Units are purchased by the Underwriters, payment of the purchase price, and delivery of the certificatescertificates for, for such the Option Shares Units shall be made on the Option Closing Date at the aboveRepresentatives' election by wire transfer in federal (same day) funds or by certified or bank cashier's check(s) in New York Clearing House funds, payable to the Trust Fund at the offices of I-mentioned offices, Bankers or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of Company upon delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters you of certificates for the Shares to be purchased by them. representing such securities (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of the Underwriters. The certificates representing the Option Units to be delivered will be in such Underwriterdenominations and registered in such names as the Representatives request not less than two full business days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full business day prior to such Closing Date. (d) The Company hereby agrees to issue and sell to the Representatives (and/or their designees) on the Effective Date an option ("Representatives' Purchase Option") for the purchase of an aggregate of 525,000 units ("Representatives' Units") for an aggregate purchase price of $100. The Representatives’ Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representatives' Unit of $10.00, which is equal to 125% of the initial public offering price of a Unit. the Representatives' Purchase Option, the Representatives' Units, the Representatives' Warrants and the shares of Common Stock issuable upon exercise of the Representatives' Warrants are hereinafter referred to collectively as the "Representatives' Securities." The Representative's Securities will be identical to those offered to the public except that the Representative's Warrants shall have an exercise price of $7.50. The Public Securities and the Representatives' Securities are hereinafter referred to collectively as the "Securities." The Representatives understand and agree that there are significant restrictions against transferring the Representatives' Purchase Option during the first 180 days after the Effective Date, as set forth in Section 3 of the Representatives' Purchase Option. Payment of the purchase price of, and delivery of the certificates for, the Representatives' Purchase Option shall be made on the Closing Date. The Company will cause shall deliver to the Representatives, upon payment therefor, certificates representing for the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Representatives' Purchase Option Shares Closing Date in the case of name or names and in such authorized denominations as the Option Shares)Representatives may request.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ $ per share Share, representing an 8% discounted price from the price the Underwriters shall sell the Firm Shares to the public (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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 45 days after the date of this Agreement, in each case upon written, facsimile or electronic telegraphic notice, or verbal or telephonic notice confirmed by written or facsimile notice, by the 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 one business days day 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares as provided for in Section 1(d) hereof, shall be made at the offices of W.R. Hambrecht + CoAegis Capital Corp., LLC800 Xxxxxxx Xxxxxx, 539 Bryant Street00xx Xxxxx, Suite 100Xxx Xxxx, San FranciscoXX 00000 or at such other place as shall be agreed upon by the Representative and the Company, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), after 4:30 p.m. New York City time, third) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates Shares to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates If certificates evidencing the Shares are requested by the Representative for delivery on a Closing Date, such certificates shall be registered in such names and shall be in such denominations as the Representative shall request in writing at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and ). If no certificates are so requested, the Shares shall be delivered on each Closing Date by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such each Underwriter. The If certificates are so requested, the Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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" Purchased” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or electronic mail notice, by the 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 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht X.X. Xxxxxxxxx + CoCo., LLC, 539 Bryant Street000 Xxxxxx Xxxxxx, Suite 100, San Francisco, XXCA, 00000 xx 94107 at 7:00 a.m., Sxx Xxxxxxxxx xxxxSan Francisco time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by one or more certified or official bank check or checks in same day funds drawn to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request, with such request being made at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) ), and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 8.00 per share Unit ($7.44 net of discounts and commissions) (the "“Initial Price"”), the number of Firm Shares Units set forth opposite the name of such Underwriter under the column "“Number of Firm Shares Units to be Purchased from the Company" Purchased” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 6 hereof. (b) The For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the several Underwriters an option to purchaseUnderwriters, severally and not jointly, an option to purchase up to an additional 1,875,000 Units from the Company (“Over-allotment Option”). Such additional 1,875,000 Units are hereinafter referred to as “Option Units.” The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,” and the Units, the shares of Ordinary Shares and the Warrants included in the Units and the shares of Ordinary Shares issuable upon exercise of the Warrants are hereinafter referred to collectively as the “Public Securities.” The purchase price to be paid for the Option Units will be the same price per Option Unit as the price per Firm Unit set forth in Section 1(a) hereof. The Over-allotment Option granted pursuant to Section 1(b) hereof may be exercised by the Representatives as to all (at any time) or any part (from time to time) of the Option Shares at Units within 45 days after the Initial PriceEffective Date. The number of Underwriters will not be under any obligation to purchase any Option Shares Units prior to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative to eliminate fractions) exercise of the total number of Over-allotment Option. The Over-allotment Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option granted hereby 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 giving of this Agreement, in each case upon written, facsimile or electronic notice, by the Representative oral notice to the Company no later than 12:00 noonby the Representatives, New York City time, on the business day before the Firm Shares Closing Date which must be confirmed in writing by overnight mail or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, facsimile transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and date payment for the Option Units (if other than the Firm Shares “Option Closing Date”), which will not be later than five full business days nor earlier than two full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representatives, at the offices of the I-Bankers Securities Incorporated (“I-Bankers”) or at such other place as shall be agreed upon by the Company and the Representatives. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such purchasenotice. (c) Payment of the purchase price for, and delivery of the certificates for, the Firm Shares Units shall be made at the offices of W.R. Hambrecht + Co10:00 A.M., LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxxNew York time, on the third business day following the date of this Agreement [ ], 2005, or at such time on such other date, not later than ten (10) the fifth business days after the date of this Agreementday thereafter, or at such earlier time as shall be agreed upon by the Company Representatives and the Representative (Company at the offices of I-Bankers or at such time other place as shall be agreed upon by the Representatives and the Company. The hour and date of delivery and payment for the Firm Units are called the "Firm Shares “Closing Date".” Payment for the Firm Units shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, payable as follows: $91,750,000 of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public stockholders as described in the Registration Statement (“Trust Fund”) pursuant to the terms of an Investment Management Trust Agreement (“Trust Agreement”) and the remaining proceeds shall be paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all the Firm Units. In addition, in the event that any or all of the Option Shares Units are purchased by the Underwriters, payment of the purchase price, and delivery of the certificatescertificates for, for such the Option Shares Units shall be made on the Option Closing Date at the aboveRepresentatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, payable to the Trust Fund at the offices of I-mentioned offices, Bankers or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of Company upon delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters you of certificates for the Shares to be purchased by them. representing such securities (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of the Underwriters. The certificates representing the Option Units to be delivered will be in such Underwriterdenominations and registered in such names as the Representatives request not less than two full business days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full business day prior to such Closing Date. (d) The Company hereby agrees to issue and sell to the Representatives (and/or their designees) on the Effective Date an option (“Representatives’ Purchase Option”) for the purchase of an aggregate of 1,000,000 units (“Representatives’ Units”) for an aggregate purchase price of $100. Each of the Representatives’ Units is identical to the Firm Units. The Representatives’ Purchase Option shall be exercisable, in whole or in part, commencing on the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representatives’ Unit of $10.00, which is equal to one hundred twenty-five percent (125%) of the initial public offering price of a Unit. The Representatives’ Purchase Option, the Representatives’ Units, the Representatives’ Warrants and the shares of Ordinary Shares issuable upon exercise of the Representatives’ Warrants are hereinafter referred to collectively as the “Representatives’ Securities.” The Representative’s Securities will be identical to those offered to the public except that the Representative’s Warrants shall have an exercise price of $7.50, which is equal to one hundred twenty-five percent (125%) of the exercise price of the warrant included in the Firm Units. The Public Securities and the Representatives’ Securities are hereinafter referred to collectively as the “Securities.” The Representatives understand and agree that there are significant restrictions against transferring the Representatives’ Purchase Option during the first three hundred sixty-five (365) days after the Effective Date, as set forth in Section 3 of the Representatives’ Purchase Option. Payment of the purchase price of, and delivery of the certificates for, the Representatives’ Purchase Option shall be made on the Closing Date. The Company will cause shall deliver to the Representatives, upon payment therefor, certificates representing for the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Representatives’ Purchase Option Shares Closing Date in the case of name or names and in such authorized denominations as the Option Shares)Representatives may request.

Sale, Purchase, Delivery and Payment for 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 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 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic email notice, or verbal or telephonic notice confirmed by written, facsimile or email notice, by the 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) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act (as defined below), after 4:30 p.m. Eastern time, the third) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates Shares to the account of Representative for the respective accounts of the Underwriters of certificates for the Firm Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) ), and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $[_____ _] per share ADS (the "Initial “ADS Price"”), the number of Firm Shares set forth opposite the name of each 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 9 8 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 at the Initial ADS Price. The number of Option Shares to be purchased by each Underwriter 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 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 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 electronic notice, or verbal or telephonic notice confirmed by written, facsimile or electronic notice, by the Representative to the Company no later than 12:00 noon, New York City time, on the business day Business Day (as defined herein) before the Firm Shares Closing Date or at least two business days 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + Co, LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxx, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and Term “Business Day” shall mean any Option Shares Closing Date day except Saturday, Sunday or any other day in which commercial banking institutions are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company authorized or obligated by wire transfer of immediately available funds to the law or executive order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by themclosed in New York, New York USA or Copenhagen, Denmark. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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 9 hereof. (b) The Company and the Selling Stockholders hereby 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 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 electronic notice, by the Representative 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. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht W.X. Xxxxxxxxx + CoCo., LLC, 539 Bryant Street400 Xxxxxxxxx Xxxxxx, Suite 10000xx Xxxxx, San FranciscoXxx Xxxx, XX, 00000 xx 7:00 at 9:00 a.m., Sxx Xxxxxxxxx xxxxNew York time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds or by one or more certified or official bank check or checks in same day funds drawn to the order of the Company Company, and in the case of Selling Stockholders Option Shares, to the Selling Stockholders, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for the Shares. On (a) Upon the basis of the representations, warranties and agreements contained in, terms and subject to the terms and conditions ofset forth herein, this Agreement: (a) The the Company agrees to issue and sell an aggregate of ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to each of purchase ADSs (in the Underwritersaggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters , and each of the Underwriters agreesUnderwriter agrees to purchase, severally and not jointly, to purchase from at the Company, at a purchase price of $_____ per share Closing (the "Initial Price"as defined below), the following securities of the Company: (i) The number of Firm Shares ADSs 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 Agreementhereto; and (ii) The number of Firm ADS Warrants set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $ per ADS, subject to adjustment as provided in accordance with Section 9 hereofthe ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase ADS shall be $ (the “Combined Purchase Price”), which shall be allocated as $ per ADS (the “ADS Purchase Price”) and $ per ADS Warrant (the “ADS Warrant Purchase Price”). (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby grants to the several Underwriters granted an option (the “Over-Allotment Option”) to purchasepurchase from the Company, severally in the aggregate, up to additional ADSs (“Option ADSs”) and not jointlyadditional ADS Warrants (the “Option ADS Warrants” and, collectively with the Option ADSs, the “Option Securities”) which may be purchased in any combination of Option ADSs and/or Option ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Option Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) 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 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 Securities 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 45 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, in each case upon written, facsimile or electronic notice, (a) the purchase price to be paid for the Option ADSs is equal to the product of the ADS Purchase Price multiplied by the Representative number of Option ADSs and (b) the purchase price to be paid for the Option ADS Warrants is equal to the Company no later than 12:00 noon, New York City time, on product of the business day before ADS Warrant Purchase Price multiplied by the Firm Shares number of Option ADS Warrants (the aggregate purchase price to be paid at an Option Closing Date or at least two business days before the Option Shares Closing Date (as defined below), the “Option Closing Purchase Price”). (d) On the Closing Date (as hereinafter defined), each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriter’s Closing Purchase Price and the Company shall cause the Depositary to deliver to, or as directed by, such Underwriter its respective Firm Securities and the Company shall deliver the other items required pursuant to Section 9 that are deliverable at the closing (the “Closing”). The Closing shall occur at the offices of XxXxxxxxx Will & Xxxxx LLP (“Representative’s US Counsel”), 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York, New York time, on , 2016, or such other place, time and date as the Representative shall designate by written notice to the Company (the time and date of such Closing is called the “Closing Date”). The place of Closing and the Closing Date may be varied by agreement between the Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the second sentence of Section 8 hereof. (e) The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities at any time within 45 days after the date of this Agreement. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative , which must be confirmed in writing by overnight mail or facsimile or e-mail setting forth (i) the aggregate number of Option ADSs and/or Option ADS Warrants as to which the Representative is exercising the option and (ii) the date and time for delivery of and payment for the Option Securities (each, an “Option Closing” and the date of each Option Closing , an “Option Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date or one Business Day after the delivery of such Notice nor later than three Business Days after the delivery of such notice). Each Option Closing shall occur at the offices of Representative’s US Counsel at 10:00 a.m., New York, New York time, at such place, time and date as the Representative shall designate by written notice to the Company. The place of each Option Closing and each Option Closing Date may be varied by agreement between the Representative and the Company. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option ADSs and/or Option ADS Warrants specified in such notice. The Representative may cancel the Over-Allotment Option with respect to any Option Securities not previously purchased at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. On or prior to any Option Closing Date, the Company shall deposit with the Depositary the number of ADS Ordinary Shares underlying the Option Securities to be purchased by the Underwriters, and on the Option Closing Date, the Company shall cause the Depositary to deliver the Option Securities to the accounts of the several Underwriters, or as directed by the several Underwriters, against receipt by the Company from the Underwriters or payment therefor as provided in this Agreement. (f) The ADS Offered Securities to be purchased hereunder shall be registered in such names and in such denominations as the applicable Underwriter shall request prior to 1:00 p.m., New York, New York time, not later than the Business Day preceding the Closing Date or an Option Closing Date, as the case may be. Delivery of the ADS Offered Securities shall be made through the facilities of The Depository Trust Company (“DTC”) for the accounts of the several Underwriters. The ADS Offered Securities to be purchased hereunder shall be delivered by the Company on the Closing Date or the Option Closing Date, 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) Payment against payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + Co, LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxx, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company therefor by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective an account or accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered specified in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shareswriting, on the day of notice of exercise of Closing Date, or an Option Closing Date, as the option as described in Section 1(b) and case may be. Payment for the ADS Offered Securities sold by the Company hereunder shall be delivered by or on behalf of each respective Underwriter to the Company, except as otherwise agreed to by the Company and the Representative. (g) The Company hereby agrees to issue and sell to the Representative through (and/or its designees) on the facilities of Closing Date and the Depository Trust Company Option Closing Date, if applicable, an option ("DTC"“Representative’s Warrant”) for the account purchase of an aggregate of ADSs, representing 7% of the number of ADSs underlying the ADS Offered Securities purchased on such Underwriter. date, in the form attached hereto as Exhibit C. The Company will cause Representative’s Warrant, the certificates representing ADSs issuable upon exercise thereof and the Ordinary Shares to be made available for checking and packaging, at such place as is designated represented by the ADSs are hereinafter referred to together as the “Representative’s Securities” and together with the Public Securities, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares)“Securities”.

Sale, Purchase, Delivery and Payment for 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 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 CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoSkadden, LLCArps, 539 Bryant StreetSlate, Suite 100Xxxxxxx & Xxxx LLP, San FranciscoXxxx Xxxxx Xxxxxx, XXXxx Xxxx, Xxx Xxxx 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares). (f) The Representatives agree that, without the consent of the Company, they will not offer any Shares to offerees in Israel, other than to Accredited Investors (mashki'im mesuvagim), as defined in the Israel Securities Law, 5728-1968.

Sale, Purchase, Delivery and Payment for 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 Sellers hereby irrevocably grant to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, Purchaser an option to purchase from the Company, at a purchase price of $_____ per share (the "Initial Price"), the number of Firm Shares the Owned Securities set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" Seller as set forth on Schedule I Exhibit A to this Agreement, subject Agreement at a purchase price of per share equal to adjustment in accordance with Section 9 hereof. nitey-five percent (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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative to eliminate fractions95%) of the total number closing transaction price on the American Stock Exchange at the close of Option Shares to be purchased by business preceding the Underwriters as such Underwriter is purchasing pricing of the Firm SharesOffering (the "Purchase Price"). Such The Purchaser's irrevocable option may be exercised only to cover over-allotments in purchase the sales of the Firm Shares by the Underwriters and Owned Securities may be exercised in the Purchaser's sole and exclusive discretion in whole or in part at any time on or before 12:00 noonpart, 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative Purchaser to the Company Sellers no later than 12:00 noon, New York City time, on the business day before when the Firm Shares Closing Date or at least two business days before Purchaser intends to exercise its option to purchase the Option Shares Closing Date (as defined below), as the case may be, Owned Securities setting forth the number of Option Shares the Owned Securities to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase; provided, however, that the Purchaser shall not be obligated to purchase and the Sellers shall not be obligated to sell the Owned Securities or any portion thereof in the event that the closing of the Offering has not occurred on or before 12:00 noon, E.S.T. on November 30, 2004. (cb) Payment Each Seller, upon receiving the Purchaser's notice of exercise of its option to purchase the Owned Securities pursuant to the Agreement hereof (the "Notice"), shall deliver, or shall cause to be delivered, to the Purchaser stock certificates representing the Owned Securities owned by him/her (to the extent such Owned Securities are certificated), together with duly executed stock powers, executed in blank and separate from certificate in form and substance sufficient to effectuate the transfer of the purchase price forOwned Securities to the Purchaser, free and delivery clear of any lien, pledge, or other security interest or encumbrance. Delivery of certificates for, for the Firm Shares Owned Securities shall be made at the offices of W.R. Hambrecht + CoPurchaser's offices, LLCat 0000 Xxxxxxxx, 539 Bryant Street0xx Xxxxx, Suite 100Xxxxxxx, San Francisco, XX, Xxxxx 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxx, on the third business day following the date of this Agreement the receipt of the Notice by each respective Seller or at such time on such other date, not later than ten two (102) business days after the date of this Agreementthe receipt of such Notice, as shall be agreed upon by the Company Purchaser and the Representative Sellers (such time and date of delivery and payment are called the "Firm Shares Closing DateClosing"). In addition, in the event that any or all . (c) Upon receipt of the Option Shares are purchased by stock certificates representing the UnderwritersOwned Securities, the Purchaser shall make the payment of for the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative Owned Securities to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company respective Sellers by wire transfer transfers of immediately available funds or by certified or official bank check or checks payable in funds drawn to the order of the Company against delivery of the respective certificates to the Representative Sellers for the respective accounts of the Underwriters of certificates for the Shares to be purchased by themOwned Securities. (ed) Certificates The parties shall execute a form of cross-receipt reasonably acceptable to all parties, evidencing the Shares shall be registered in such names and shall be in such denominations as transaction consummated hereunder at the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares)Closing.

Sale, Purchase, Delivery and Payment for 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 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 9 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 9 hereof. (b) The Company Selling Stockholders hereby 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 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 electronic notice, by the Representative to the Company 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 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoCo., LLC, 539 Bryant Street, Suite 100, San FranciscoFraxxxxxx, XX, 00000 xx 00107 at 7:00 a.m., Sxx Xxx Xxxxxxxxx xxxx, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, price and delivery of the certificates, certificates for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the CompanySelling Stockholders, on each date of delivery as specified in the notice from the Representative to the Company Selling Stockholders (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds or by one or more certified or official bank check or checks in same day funds drawn to the order of the Company and to the Selling Stockholders for the shares purchased from the Company and the Selling Stockholders, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day or days of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company and the Selling Stockholders to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriterthe applicable Underwriter(s). The Unless delivered through the facilities of the DTC, the Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the applicable Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 1.1625 per share Firm 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 9 8 hereof. (b) The Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the 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 Representative 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 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 electronic notice, or verbal or telephonic notice confirmed by written, facsimile or electronic notice, by the Representative to the Company no later than 12:00 noon, New York City Eastern time, on the business day before the Firm Shares Closing Date (as defined below) 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. (c) Payment of the purchase price for, and delivery of certificates and instruments for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxEastern time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Company Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Company Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates to the Representative Shares for the respective accounts of the Underwriters of certificates for the Shares to be purchased by themUnderwriters. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two one (1) full business days day before the Firm Shares Closing Date or, in the case of Company Option Shares, on the day of notice of exercise of the option as described in Section 1(b) ), and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares)Underwriters.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 2.76 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 9 8 hereof. (b) The Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, all or of 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 Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) or by physical delivery, as applicable, for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price (net of $_____ discount, commissions and non-accountable expense allowance) 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 9 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 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 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC000 Xxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on the same or such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company and the Selling Stockholder by wire transfer of immediately available funds to the order of accounts specified by the Company and the Selling Stockholder, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares Shares, if certificated, to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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 9 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 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoCIBC World Markets Corp., LLCOne World Financial Center, 539 Bryant StreetNew York, Suite 100New York 10281, San Franciscoat 10:00 x.x., XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx Xxx Xxxx Xxxx xxxx, on the third business day xx xxx xxxxx xxxxxxxx xxx following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and U.S. Stock Trust Corporation as custodian for the Selling Stockholders (the "Custodian") and the Representative (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representative, and the Company, Company on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company and the Custodian by wire transfer of immediately available funds to the order of accounts specified by the Company and the Custodian, against delivery of the respective certificates Shares to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by themUnderwriters. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) ), and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") DTC for the account of such Underwriter, unless the Representative otherwise instructs. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $[_____ _] [93% of the public offering price] 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 thirty (30) days after the date of this Agreement, in each case upon written, facsimile or electronic notice, or verbal or telephonic notice confirmed by written, facsimile or electronic notice, by the 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 (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. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoOxxxxxxxxxx & Co. Inc., LLC80 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date oror the Option Shares Closing Date, in as the case of Option Sharesmay be, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 5.1975 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 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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 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. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxx & Company, LLCInc., 539 Bryant Street000 Xxxxxxx Xxxxxx, Suite 100Xxx Xxxx, San FranciscoXxx Xxxx, XXor such other location as may be mutually acceptable, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. New York City time, the fourth) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company funds, against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such the Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares). Alternatively, if the Representatives so elect, delivery of the Shares may be made by credit to the accounts designated by the Representatives through DTC’s full fast transfer or DWAC program.

Sale, Purchase, Delivery and Payment for 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 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 CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoCIBC World Markets Corp., LLC300 Madison Avenue, 539 Bryant StreetNew York, Suite 100New York 10017, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx Nxx Xxxx Xxxx xxxx, on the third business day xx xxx xxxxx xxxxxxxx xxx following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 5.64 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" Purchased” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoCIBC World Markets Corp., LLCXxx Xxxxx Xxxxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company funds, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 6.674 per share (which, for the "avoidance of doubt, equals 94% of the per Firm Share public offering price) (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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 writtenwritten or facsimile notice, or verbal or telephonic notice confirmed by written or facsimile or electronic notice, by the 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 one business days day before the 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) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares Shares, shall be made at the offices of W.R. Hambrecht + CoRxxx Capital Partners, LLC, 539 Bryant Street800 Xxx Xxxxxxxx Xxxxx, Suite 100Xxxxxxx Xxxxx, San FranciscoXX 00000, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the second business day following the date of this Agreement or, if the Shares are priced after 4:30 p.m. New York City time as contemplated by Rule 15c6-1c under the Exchange Act, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase priceprice for, and delivery of the certificatesof, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares to be purchased on the Firm Shares Closing Date or the Option Shares Closing Date, as the case may be, shall be made to the Company by wire transfer of immediately available same day Federal funds to an account or accounts designated in writing by the order of the Company Company, against delivery of the respective certificates to the Representative for the respective accounts of the several Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in on such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Option Shares)Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct.

Sale, Purchase, Delivery and Payment for 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 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 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic email notice, or verbal or telephonic notice confirmed by written, facsimile or email notice, by the 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) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act (as defined below), after 4:30 p.m. Eastern time, the third) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates Shares to the account of Representative for the respective accounts of the Underwriters of certificates for the Firm Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) ), and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 2.82 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC000 Xxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third fourth business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Shares “Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (dc) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (ed) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares)Date.

Sale, Purchase, Delivery and Payment for 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 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 9 8 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 for the purpose of covering over-allotments in connection with the sale of the Firm Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) [Reserved.] (d) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (de) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company , against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (ef) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 5.264 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 9 8 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 for the purpose of covering over-allotments in connection with the sale of the Firm Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) [Reserved.] (d) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (de) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company , against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (ef) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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 CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares in accordance with Section 1(e), shall be made at the offices of W.R. Hambrecht + Co_____________, LLCat ________, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Agreement (such time and date of delivery and payment are called the "Firm Shares “Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such each Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ $ per share Share, representing a 7% discounted price from the price the Underwriters shall sell the Firm Shares to the public (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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 45 days after the date of this Agreement, in each case upon written, facsimile or electronic telegraphic notice, or verbal or telephonic notice confirmed by written or facsimile notice, by the 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 one business days day 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares as provided for in Section 1(d) hereof, shall be made at the offices of W.R. Hambrecht + CoKingswood Capital Market, LLCa division of Benchmark Investments, 539 Bryant StreetInc., Suite 10000 Xxxxxxx Xxxxx, San FranciscoXxx Xxxx, XXXX 00000 or at such other place as shall be agreed upon by the Representative and the Company, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), after 4:30 p.m. New York City time, third) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates Shares to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates If certificates evidencing the Shares are requested by the Representative for delivery on a Closing Date, such certificates shall be registered in such names and shall be in such denominations as the Representative shall request in writing at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and ). If no certificates are so requested, the Shares shall be delivered on each Closing Date by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such each Underwriter. The If certificates are so requested, the Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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" Purchased” on Schedule I 1 to this Agreement, subject to adjustment in accordance with Section 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 transmission or electronic email notice, or verbal or telephonic notice confirmed by written, facsimile transmission or email notice, by the Representative 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) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares in accordance with Section 1(e) shall be made at the offices of W.R. Hambrecht + CoOxxxxxxxxxx & Co. Inc., LLC80 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares in accordance with Section 1(e) shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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" Purchased” on Schedule I to this Agreementhereto, subject to adjustment in accordance with Section 9 hereof8, at a purchase price of $ per share (the “Initial Price”); provided that, the purchase price to the Underwriters shall be $ , half of the Initial Price, for shares purchased collectively by Ligand Pharmaceuticals Incorporated and its affiliates (collectively, “Ligand”) for an aggregate purchase price to the public in excess of $5.0 million. (b) The Company hereby grants to the several Underwriters Representative 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 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 transmission or electronic e-mail notice, or verbal or telephonic notice confirmed by written, facsimile transmission or e-mail notice, by the Representative to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as hereinafter defined) or at least two business days before the Option Shares Closing Date (as defined belowhereinafter defined), as the in each case may befor Option Shares to be delivered on such date, 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares in accordance with Section 1(e), shall be made at the offices of W.R. Hambrecht + CoXxxxxxx & Company (UK) Ltd., LLC000 Xxxxx Xxxxxx, 539 Bryant Street0xx Xxxxx, Suite 100Xxx Xxxx, San FranciscoXxx Xxxx 00000, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day following the date of this Agreement or at such time on such other date, not later than ten (10) five business days after the date of this AgreementAgreement (unless postponed in accordance with the provisions of Section 8), as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares in accordance with Section 1(e) shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such each Underwriter. . (f) The Company will cause hereby agrees to issue and sell to the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, Representative (and/or its designees) on the full business day before the Firm Shares Closing Date a warrant to purchase the aggregate of (or i) shares of Common Stock, representing 3% of the Firm Shares (excluding the Option Shares Closing Date and any shares purchased by Ligand for an aggregate purchase price to the public in excess of $5.0 million) and (ii) 1.5% of the Firm Shares purchased by Ligand for an aggregate purchase price to the public in excess of $5.0 million, for an aggregate purchase price of $100.00 (the “Representative’s Warrant”). The Representative’s Warrant, in the case form attached hereto as Exhibit C, shall be exercisable, in whole or in part, commencing on the date that is six months after the date of the Option Shares)Prospectus and expiring on the five-year anniversary of the date of the Prospectus at an initial exercise price per share of Common Stock of $ , which is equal to 125% of the Initial Price. The Representative’s Warrant and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Securities during the 180 days after the date of the Prospectus and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Representative’s Securities for a period of 180 days following the date of the Prospectus to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative’s Warrant shall be issued in the name or names and in such authorized denominations as the Representative may request.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ $ per share Share ($ net of discounts and commissions) (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 9 6 hereof. (b) The For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the several Underwriters an option to purchaseUnderwriters, severally and not jointly, an option to purchase up to an additional 270,000 shares from the Company (“Over-allotment Option”). Such additional 270,000 Shares are hereinafter referred to as “Option Shares.” The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.” The purchase price to be paid for the Option Shares will be the same price per Option Share as the price per Firm Share set forth in Section 1(a) hereof. The Over-allotment Option granted pursuant to Section 1(b) hereof may be exercised by the Representatives as to all (at any time) or any part (from time to time) of the Option Shares at within 60 days after the Initial PriceEffective Date. The number of Underwriters will not be under any obligation to purchase any Option Shares prior to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative to eliminate fractions) exercise of the total number of Over-allotment Option. The Over-allotment Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option granted hereby 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 giving of this Agreement, in each case upon written, facsimile or electronic notice, by the Representative oral notice to the Company no later than 12:00 noonby the Representatives, New York City time, on the business day before the Firm Shares Closing Date which must be confirmed in writing by overnight mail or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, facsimile transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and date payment for the Option Shares (if other than the Firm Shares “Option Closing Date”), which will not be later than five full business days nor earlier than two full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representatives, at the offices of Bathgate Capital Partners LLC (“Bathgate Capital”) or at such other place as shall be agreed upon by the Company and the Representatives. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such purchasenotice. (c) Payment of the purchase price for, and delivery of the certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + Co10:00 A.M., LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxxDenver time, on the third business day following the date of this Agreement , 2004, or at such time on such other date, not later than ten (10) the fifth business days after the date of this Agreementday thereafter, or at such earlier time as shall be agreed upon by the Company Representatives and the Representative (Company at the offices of Bathgate Capital or at such time other place as shall be agreed upon by the Representatives and the Company. The hour and date of delivery and payment for the Firm Shares are called “Closing Date.” Payment for the "Firm Shares shall be made on the Closing Date at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, paid to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two full business days prior to the Closing Date"). The Company will permit the Representatives to examine and package the Firm Shares for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representatives for all the Firm Shares. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificatescertificates for, for such the Option Shares shall be made on the Option Closing Date at the above-mentioned officesRepresentatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, payable to the Company at the offices of Bathgate Capital or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of Company upon delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters you of certificates for the Shares to be purchased by them. representing such securities (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of the Underwriters. The certificates representing the Option Shares to be delivered will be in such Underwriterdenominations and registered in such names as the Representatives request not less than two full business days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full business day prior to such Closing Date. (d) The Company hereby agrees to issue and sell to the Representatives (and/or their designees) on the Effective Date warrants (“Representatives’ Warrants”) for the purchase of an aggregate of 180,000 shares of Common Stock (“Representatives’ Shares”) for an aggregate purchase price of $100. The Representatives’ Warrants shall be exercisable, in whole or in part, commencing on one year from the Effective Date and expiring on the five-year anniversary of the Effective Date, at an initial exercise price per share of $ , which is equal to one hundred twenty percent (120%) of the initial public offering price of a Share. The Representatives’ Warrants and the shares of Common Stock issuable upon exercise of the Representatives’ Warrants are hereinafter referred to collectively as the “Representatives’ Securities.” The Shares and the Representatives’ Securities are hereinafter referred to collectively as the “Securities.” The Representatives understand and agree that there are significant restrictions against transferring the Representatives’ Warrants during the first year after the Effective Date, as set forth in Section 3 of the Representatives’ Warrants. Payment of the purchase price of, and delivery of the certificates for, the Representatives’ Warrants shall be made on the Closing Date. The Company will cause shall deliver to the Representatives, upon payment therefor, certificates representing for the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date Representatives’ Warrants in the case of name or names and in such authorized denominations as the Option Shares)Representatives may request.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 35.15 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoCIBC World Markets Corp., LLCXxx Xxxxx Xxxxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the The Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 21.16 per share Share, representing an 8% discounted price from the price the Underwriters shall sell the Firm Shares to the public (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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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)Date, and from time to time thereafter within 30 45 days after the date of this Agreement, in each case upon written, facsimile or electronic telegraphic notice, or verbal or telephonic notice confirmed by written or facsimile notice, by the 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 one business days day before the Option Shares Closing Date (as defined below)Date, 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares as provided for in Section 1(d) hereof, shall be made at the offices of W.R. Hambrecht + CoAegis Capital Corp., LLC000 Xxxxxxx Xxxxxx, 539 Bryant Street00xx Xxxxx, Suite 100Xxx Xxxx, San FranciscoXX 00000 or at such other place as shall be agreed upon by the Representative and the Company, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third (or if the Shares are priced after 4:30 p.m. New York City time, fourth) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates Shares to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates If certificates evidencing the Shares are requested by the Representative for delivery on a Closing Date, such certificates shall be registered in such names and shall be in such denominations as the Representative shall request in writing at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and ). If no certificates are so requested, the Shares shall be delivered on each Closing Date by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such each Underwriter. The If certificates are so requested, the Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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" Purchased” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 thirty (30) days after the date of this Agreement, in each case upon written, facsimile or electronic notice, or verbal or telephonic notice confirmed by written, facsimile or electronic notice, by the 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 (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. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoOxxxxxxxxxx & Co. Inc., LLC80 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two (2) full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) ), and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 15.92825 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 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoCIBC World Markets Corp., LLC000 Xxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third fourth business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company funds, against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 Each of the Selling Stockholders agrees, severally and not jointly, to issue and sell to each of the Underwriters, at a purchase price of $10.925 per share (the “Initial Price”), the number of Firm Shares set forth opposite the name of such Selling Stockholder under the column “Number of Firm Shares to be Sold” on Schedule II to this Agreement, subject to adjustment in accordance with Section 9 hereof, and each of the Underwriters agrees, severally and not jointly, to purchase from the Companyeach such Selling Stockholder, 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" Purchased” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 hereof. (b) The Company Selling Stockholders hereby 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx, San Francisco00000, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company Selling Stockholders by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Selling Stockholders for the shares purchased from the Selling Stockholders, against delivery of the respective certificates Shares to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares Shares, if any are to be issued, shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares Shares, if any are to be issued, to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 6.51 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) [Reserved.] (d) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (de) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company funds, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (ef) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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" Purchased” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic email notice, or verbal or telephonic notice confirmed by written, facsimile or email notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoOxxxxxxxxxx & Co. Inc., LLC80 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third (fourth, if the pricing occurs after 4:30 p.m. (New York City time) on any given day) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, price for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such each Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 8.74125 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 9 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 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoCIBC World Markets Corp., LLCOxx Xxxxx Xxxxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and U.S. Stock Trust Corporation as custodian for the Selling Stockholders (the “Custodian”) and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representative, and the Company, Company on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company and the Custodian by wire transfer of immediately available funds to the order of accounts specified by the Company and the Custodian, against delivery of the respective certificates Shares to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by themUnderwriters. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) ), and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") DTC for the account of such Underwriter, unless the Representative otherwise instructs. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[_____ ] per share Firm Unit (net of discounts and commissions) (the "“Initial Price"”), the number of Firm Shares Units set forth opposite the name of such Underwriter under the column "“Number of Firm Shares Units to be Purchased from the Company" Purchased” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 6 hereof. (bii) The For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the several Underwriters an option to purchaseUnderwriters, severally and not jointly, an option to purchase up to an additional [___] Units (the “Over-allotment Option”). Such additional [___] Units are hereinafter referred to as “Option Units.” The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,” and the Units, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to collectively as the “Public Securities.” The purchase price to be paid for the Option Units will be the same price per Option Unit as the price per Firm Unit set forth in Section 1(a)(i) hereof. The Over-allotment Option granted pursuant to Section 1(a)(ii) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares at Units within 45 days after the Initial PriceEffective Date. The number of Underwriters will not be under any obligation to purchase any Option Shares Units prior to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative to eliminate fractions) exercise of the total number of Over-allotment Option. The Over-allotment Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option granted hereby 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 giving of this Agreement, in each case upon written, facsimile or electronic notice, by the Representative oral notice to the Company no later than 12:00 noonby the Representative, New York City time, on the business day before the Firm Shares Closing Date which must be confirmed in writing by overnight mail or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, facsimile transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and date payment for the Option Units (if other than the Firm Shares “Option Closing Date”), which will not be later than five (5) full business days nor earlier than two (2) full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice. (cb) Payment of the purchase price for, and delivery of the certificates for, the Firm Shares Units shall be made at the offices of W.R. Hambrecht + Co[ ], LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxxNew York time, on the third business day following the date of this Agreement [___], 2007, or at such time on such other date, not later than ten the fifth (105th) business days after the date of this Agreementday thereafter, or at such earlier time as shall be agreed upon by the Company Representative and the Representative (such time and date of delivery and payment are called Company at the "Firm Shares Closing Date"). In addition, in the event that any or all offices of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, Representative or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time . The hour and date of delivery and payment for the Firm Units are called the "Option Shares “Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) ” Payment for the Shares Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds to the Company by wire transfer upon delivery to you of immediately available funds certificates (in form and substance satisfactory to the order Underwriters) representing components of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. Firm Units (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such Underwritername or names and in such authorized denominations as the Representative may request in writing at least two (2) full business days prior to the Closing Date. The Company will cause permit the Representative to examine and package the Firm Units for delivery, at least one (1) full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) The Company hereby agrees to issue to the Representative (and/or its designees) on the Effective Date [___] (___) warrants (the “Representative’s Warrants”), each for the purchase of an aggregate of [___] shares of Common Stock (“Representative’s Shares”), which amount is equal to five percent (5%) of the total number of securities sold to the public in the Offering. The Representative’s Warrants shall be exercisable, in whole or in part at any time, and from time to time, during the five (5) year period following the Effective Date, at an initial exercise price per Representative’s Shares of $[___], which is equal to one hundred twenty five percent (125%) of the Initial Price. The Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions against transferring the Representative’s Warrants during the first twelve (12) months after the Effective Date, as set forth in the Representative’s Warrants. Payment of the purchase price of, and delivery of the certificates representing for, the Shares to Representative’s Warrants shall be made available for checking and packaging, at such place as is designated by on the Closing Date. The Company shall deliver to the Representative, on upon payment therefor, certificates for the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date Representative’s Warrants in the case of name or names and in such authorized denominations as the Option Shares)Representative may request.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 0.7990 per share (the "Initial Price"), the number of Firm Shares Securities set forth opposite the name of such Underwriter under the column "Number of Firm Shares Securities to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares Securities shall be made at the offices of W.R. Hambrecht + CoOxxxxxxxxxx & Co. Inc., LLC80 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (dc) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares Securities to be purchased by them. (ed) Certificates evidencing the Shares and the Warrants shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares and the Warrants to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares)Date.

Sale, Purchase, Delivery and Payment for 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 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 45 days after the date of this Agreement, in each case upon written, facsimile or electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxx Day, LLC000 Xxxx 00xx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100XX 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on the same or such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of accounts specified by the Company Company, against delivery of the respective certificates Shares to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares Shares, if certificated, to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[_____ ] per share Firm Unit (net of discounts and commissions) (the "“Initial Price"”), the number of Firm Shares Units set forth opposite the name of such Underwriter under the column "“Number of Firm Shares Units to be Purchased from the Company" Purchased” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 6 hereof. (bii) The For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the several Underwriters an option to purchaseUnderwriters, severally and not jointly, an option to purchase up to an additional [___] Units (the “Over-allotment Option”). Such additional [___] Units are hereinafter referred to as “Option Units.” The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,” and the Units, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to collectively as the “Public Securities.” The purchase price to be paid for the Option Units will be the same price per Option Unit as the price per Firm Unit set forth in Section 1(a)(i) hereof. The Over-allotment Option granted pursuant to Section 1(a)(ii) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares at Units within 45 days after the Initial PriceEffective Date. The number of Underwriters will not be under any obligation to purchase any Option Shares Units prior to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative to eliminate fractions) exercise of the total number of Over-allotment Option. The Over-allotment Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option granted hereby 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 giving of this Agreement, in each case upon written, facsimile or electronic notice, by the Representative oral notice to the Company no later than 12:00 noonby the Representative, New York City time, on the business day before the Firm Shares Closing Date which must be confirmed in writing by overnight mail or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, facsimile transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and date payment for the Option Units (if other than the Firm Shares “Option Closing Date”), which will not be later than five (5) full business days nor earlier than two (2) full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice. (cb) Payment of the purchase price for, and delivery of the certificates for, the Firm Shares Units shall be made at the offices of W.R. Hambrecht + Co[ ], LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxxNew York time, on the third business day following the date of this Agreement [___], 2007, or at such time on such other date, not later than ten the fifth (105th) business days after the date of this Agreementday thereafter, or at such earlier time as shall be agreed upon by the Company Representative and the Representative (such time and date of delivery and payment are called Company at the "Firm Shares Closing Date"). In addition, in the event that any or all offices of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, Representative or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time . The hour and date of delivery and payment for the Firm Units are called the "Option Shares “Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) ” Payment for the Shares Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds to the Company by wire transfer upon delivery to you of immediately available funds certificates (in form and substance satisfactory to the order Underwriters) representing components of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. Firm Units (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”)) for the account of the Underwriters. The Firm Units shall be registered in such Underwritername or names and in such authorized denominations as the Representative may request in writing at least two (2) full business days prior to the Closing Date. The Company will cause permit the Representative to examine and package the Firm Units for delivery, at least one (1) full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. (c) The Company hereby agrees to issue to the Representative (and/or its designees) on the Effective Date [___] (___) warrants (the “Representative’s Warrants”), each for the purchase of an aggregate of [___] shares of Common Stock (“Representative’s Shares”), which amount is equal to two and a half percent (2.5%) of the total number of securities sold to the public in the Offering. The Representative’s Warrants shall be exercisable, in whole or in part at any time, and from time to time, during the five (5) year period following the Effective Date, at an initial exercise price per Representative’s Shares of $[___], which is equal to one hundred twenty five percent (125%) of the Initial Price. The Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions against transferring the Representative’s Warrants during the first twelve (12) months after the Effective Date, as set forth in the Representative’s Warrants. Payment of the purchase price of, and delivery of the certificates representing for, the Shares to Representative’s Warrants shall be made available for checking and packaging, at such place as is designated by on the Closing Date. The Company shall deliver to the Representative, on upon payment therefor, certificates for the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date Representative’s Warrants in the case of name or names and in such authorized denominations as the Option Shares)Representative may request.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 8.37 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 Be Purchased from the Company" ” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative Representatives to the Company 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoCIBC World Markets Corp., LLCXxx Xxxxx Xxxxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each the date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are is called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any the Option Shares Closing Date Date, if any, are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of account specified by the Company against delivery of the respective certificates Shares to the Representative Representatives for the respective accounts of the Underwriters through the facilities of certificates for Depositary Trust Corporation (“DTC”), unless the Shares to be purchased by themRepresentatives otherwise instruct. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("DTC") DTC for the account of such Underwriter, unless the Representatives otherwise instruct. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) [Reserved.] (d) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (de) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company funds, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (ef) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 1.488 per share (which, for the "avoidance of doubt, equals 93% of the per Firm Share public offering price) (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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 writtenwritten or facsimile notice, or verbal or telephonic notice confirmed by written or facsimile or electronic notice, by the 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 one business days day before the 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) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares Shares, shall be made at the offices of W.R. Hambrecht + CoXxxx Capital Partners, LLC, 539 Bryant Street000 Xxx Xxxxxxxx Xxxxx, Suite 100Xxxxxxx Xxxxx, San FranciscoXX 00000, XXat 10:00 a.m. New York City time, 00000 xx 7:00 a.m.on the second business day following the date of this Agreement or, Sxx Xxxxxxxxx xxxxif the Shares are priced after 4:30 p.m. New York City time as contemplated by Rule 15c6-1c under the Exchange Act, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase priceprice for, and delivery of the certificatesof, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares to be purchased on the Firm Shares Closing Date or the Option Shares Closing Date, as the case may be, shall be made to the Company by wire transfer of immediately available same day Federal funds to an account or accounts designated in writing by the order of the Company Company, against delivery of the respective certificates to the Representative for the respective accounts of the several Underwriters of certificates for the Shares to be purchased on such Firm Shares Closing Date or the Option Shares Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by them. (e) Certificates evidencing the Company. Delivery of the Shares shall be registered in such names and shall be in such denominations as made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall request otherwise instruct. If requested, the certificates for the Shares will be made available for inspection and packaging by the Representative at least two full the office of DTC or its designated custodian not later than 1:00 p.m. New York City time, on the business days before day prior to the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in Date, as the case of the Option Shares)may be.

Sale, Purchase, Delivery and Payment for 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 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 9 hereof. Each Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite the name of such Selling Stockholder under the column “Number of Firm Shares to be Sold” on Schedule II to this Agreement 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 9 hereof. (b) The Company hereby Each of the Selling Stockholders, severally and not jointly, grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at set forth opposite the Initial Pricename of such Selling Stockholder under the column “Number of Option Shares to Be Sold” on Schedule II to this Agreement; provided that if the several Underwriters elect to purchase less than all of the Option Shares, the Option Shares to be purchased will be allocated pro rata among the Selling Stockholders based on the number of Shares covered by the options granted by them pursuant to this Section 1(b). The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxx Xxxxxxx & Xxxxxxxx LLP, LLC0000 Xxxxxxxx Xxxxxx, 539 Bryant StreetXxxx Xxxx, Suite 100Xxxxxxxxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third fourth business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company and the Custodian on behalf of the Selling Stockholders by wire transfer of immediately available funds to the order of accounts specified by the Company and the Custodian against delivery of the respective certificates Shares to the Representative Representatives for the respective accounts of the Underwriters through the facilities of certificates for Depositary Trust Corporation (“DTC”), unless the Shares to be purchased by themRepresentatives otherwise instruct. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("DTC") DTC for the account of such Underwriter. The Company will cause , unless the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares)Representatives otherwise instruct.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 1.395 per share Share, representing a 7% discounted price from the price the Underwriters shall sell the Firm Shares to the public (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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 45 days after the date of this Agreement, in each case upon written, facsimile or electronic telegraphic notice, or verbal or telephonic notice confirmed by written or facsimile notice, by the 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 one business days day 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares as provided for in Section 1(d) hereof, shall be made at the offices of W.R. Hambrecht + CoKingswood Capital Market, LLCa division of Benchmark Investments, 539 Bryant StreetInc., Suite 10010 Xxxxxxx Xxxxx, San FranciscoXxx Xxxx, XXXX 00000 or at such other place as shall be agreed upon by the Representative and the Company, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), after 4:30 p.m. New York City time, third) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates Shares to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates If certificates evidencing the Shares are requested by the Representative for delivery on a Closing Date, such certificates shall be registered in such names and shall be in such denominations as the Representative shall request in writing at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and ). If no certificates are so requested, the Shares shall be delivered on each Closing Date by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such each Underwriter. The If certificates are so requested, the Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 10.81 per share Ordinary 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 9 8 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 in connection with the sale of the Firm Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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) Payment [Reserved.] (d) Delivery of the purchase price for, and delivery of certificates for, the Firm Shares shall be made to the Representatives through the facilities of the Depository Trust Company for the respective accounts of the Underwriters against payment of the purchase price for the Firm Shares by wire transfer of immediately available funds to the Company. Such payment shall be made at the offices of W.R. Hambrecht + Co, LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, price for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (de) Payment for the Electronic transfer of Shares shall be made to at the Company by wire transfer time of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered purchase in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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 9 8 hereof. (b) The Company and the Selling Stockholder hereby 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 Representative 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 second 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative Representatives 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 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives, the Company and the CompanySelling Stockholder, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company and the Selling Stockholder by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company and to the Selling Stockholder for the shares purchased from the Selling Stockholder, against delivery of the respective certificates Shares in book-entry form to be purchased on such Closing Date to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by themUnderwriters. (e) Certificates evidencing the The Shares to be delivered at such Closing Date shall be delivered in book-entry form and registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company or the Selling Stockholder, as applicable, to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 1.9688 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $[_____ ] per share (which, for the "avoidance of doubt, equals 93% of the per Firm Share public offering price) (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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 writtenwritten or facsimile notice, or verbal or telephonic notice confirmed by written or facsimile or electronic notice, by the 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 one business days day before the 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) Payment of the purchase price forprice, and delivery of certificates for, for the Firm Shares Shares, shall be made at the offices of W.R. Hambrecht + CoXxxx Capital Partners, LLC, 539 Bryant Street000 Xxx Xxxxxxxx Xxxxx, Suite 100Xxxxxxx Xxxxx, San FranciscoXX 00000, XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxxat 10:00 a.m. New York City time, on the third business day following the date of this Agreement or, if the Shares are priced after 4:30 p.m. New York City time as contemplated by Rule 15c6-1c under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on the fourth business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares to be purchased on the Firm Shares Closing Date or the Option Shares Closing Date, as the case may be, shall be made to the Company by wire transfer of immediately available same day Federal funds to an account or accounts designated in writing by the order of the Company Company, against delivery of the respective certificates to the Representative for the respective accounts of the several Underwriters of certificates for the Shares to be purchased on such Firm Shares Closing Date or the Option Shares Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by them. (e) Certificates evidencing the Company. Delivery of the Shares shall be registered in such names and shall be in such denominations as made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall request otherwise instruct. If requested, the certificates for the Shares will be made available for inspection and packaging by the Representative at least two full the office of DTC or its designated custodian not later than 1:00 p.m. New York City time, on the business days before day prior to the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in Date, as the case of the Option Shares)may be.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 2.914 per share (the "Initial Price")share, 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoLadenburg Xxxxxxxx & Co. Inc., LLC000 Xxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100XX 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are is called the "Firm Shares “Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (dc) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (ed) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriterthe Underwriters. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares)Date.

Sale, Purchase, Delivery and Payment for 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 purchase 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 CompanyPurchased" on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoCIBC World Markets Corp., LLC000 Xxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third fourth business day following the date of this Agreement or at such time on such other later date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "Firm Shares Closing DateFIRM SHARES CLOSING DATE"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "Option Shares Closing DateOPTION SHARES CLOSING DATE"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing DateCLOSING DATE" and, together, the "Closing DatesCLOSING DATES." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against electronic delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered electronically by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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" Purchased” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 thirty (30) days after the date of this Agreement, in each case upon written, facsimile or electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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 (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. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC000 Xxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third (3rd) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two (2) full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 5.405 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic e-mail notice, or verbal or telephonic notice confirmed by written, facsimile or e-mail notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoOxxxxxxxxxx & Co. Inc., LLC80 Xxxxx Xxxxxx, 539 Bryant Street00xx Xxxxx, Suite 100Xxx Xxxx, San FranciscoXxx Xxxx 00000, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement Agreement, or at such time on such other date, but not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates Shares to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ $ per share Share, representing an 8% discounted price from the price the Underwriters shall sell the Firm Shares to the public (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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 45 days after the date of this Agreement, in each case upon written, facsimile or electronic telegraphic notice, or verbal or telephonic notice confirmed by written or facsimile notice, by the 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 one business days day 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares as provided for in Section 1(d) hereof, shall be made at the offices of W.R. Hambrecht + Co, Maxim Group LLC, 539 Bryant Street400 Xxxxxxxxx Xxxxxx, Suite 100Xxx Xxxx, San FranciscoXX 00000 or at such other place as shall be agreed upon by the Representative and the Company, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), after 4:30 p.m. New York City time, third) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates Shares to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates If certificates evidencing the Shares are requested by the Representative for delivery on a Closing Date, such certificates shall be registered in such names and shall be in such denominations as the Representative shall request in writing at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and ). If no certificates are so requested, the Shares shall be delivered on each Closing Date by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such each Underwriter. The If certificates are so requested, the Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 8.00 per share Unit ($7.40 net of discounts and commissions) (the "“Initial Price"”), the number of Firm Shares Units set forth opposite the name of such Underwriter under the column "“Number of Firm Shares Units to be Purchased from the Company" Purchased” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 6 hereof. (b) The For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the several Underwriters an option to purchaseUnderwriters, severally and not jointly, an option to purchase up to an additional 1,500,000 units from the Company (“Over-allotment Option”). Such additional 1,500,000 Units are hereinafter referred to as “Option Units.” The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,” and the Units, the shares of Common Stock and the Warrants included in the Units and the shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to collectively as the “Public Securities.” The purchase price to be paid for the Option Units will be the same price per Option Unit as the price per Firm Unit set forth in Section 1(a) hereof. The Over-allotment Option granted pursuant to Section 1(b) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares at Units within 45 days after the Initial PriceEffective Date only for the purpose of covering over-allotments that may be made in connection with the Offering and distribution of the Firm Units. The number Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option Shares granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be purchased by each Underwriter shall be the same percentage (adjusted confirmed in writing by the 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 via overnight mail 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 electronic notice, by the 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, transmission setting forth the number of Option Shares Units to be purchased by the several Underwriters and the date and time for delivery of and date payment for the Option Units (if other the “Option Closing Date”), which will not be later than five full business days nor earlier than the Firm Shares Closing DateDate (as defined in Section 1(c)) or such other time as shall be agreed upon by the Company and the Representative. Upon exercise of the Over-allotment Option, the Company will become obligated to issue and sell to the Underwriters, and, subject to the terms and conditions set forth herein, each of the Underwriters, acting separately and not jointly, will become obligated to purchase, the number of Option Units specified in such purchasenotice, subject to adjustment in accordance with Section 6 hereof and in each case subject to adjustment as the Representative in its discretion shall make to eliminate my sales or purchases of fractional shares. (c) Payment of the purchase price for, and delivery of the certificates for, the Firm Shares Units shall be made at the offices of W.R. Hambrecht + Co, LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York time, on the third business day following the date of this Agreement , 2007, or at such time on such other date, not later than ten (10) the fifth business days after the date of this Agreementday thereafter, or at such earlier time as shall be agreed upon by the Company Representative and the Company at the offices of I-Bankers or at such other place as shall be agreed upon by the Representative (such time and the Company. The hour and date of delivery and payment for the Firm Units are called the "Firm Shares “Closing Date".” Payment for the Firm Units shall be made on the Closing Date to a bank account designated by the Company by wire transfer in Federal (same day) funds, payable as follows: $73,400,000 of the proceeds received by the Company for the Firm Units, together with the $1,600,000 in proceeds from the private placements to be consummated immediately prior to the Effective Date, be deposited in the trust account established by the Company as described in the Registration Statement (“Trust Account”) pursuant to the terms of an Investment Management Trust Agreement (“Trust Agreement”) and the remaining net offering proceeds shall be paid to the order of the Company against delivery to you of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units purchased by them (or through the facilities of the Depository Trust Company (“DTC”)) for the accounts of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Underwriters for all the Firm Units. In addition, in the event that any or all of the Option Shares Units are purchased by the Underwriters, payment of the purchase price, and delivery of the certificatescertificates for, for such Option Shares Units shall be made on the Option Closing Date at the aboveoffices of I-mentioned offices, Bankers or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters you of certificates for the Shares to be purchased by them. representing such securities (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of the Underwriters. A proportionate amount of the proceeds from the sale of any or all of the Option Units shall be deposited in the Trust Account ($11,250,000 in the event of the exercise of the Over-Allotment Option in full). The certificates representing the Option Units to be delivered will be in such Underwriterdenominations and registered in such names as the Representative requests not less than two full business days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full business day prior to such Closing Date. (d) The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 500,000 units (“Representative’s Units”) for an aggregate purchase price of $100. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $10.00, which is equal to 125% of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Representative’s Securities will be identical to those offered to the public, except that the Representative’s Warrants shall have an exercise price of $6.25, which is equal to 125% of the exercise price of the Warrants included in the Units of this offering. The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions against transferring the Representative’s Purchase Option during the first 180 days after the Effective Date, as set forth in Section 3 of the Representative’s Purchase Option. Payment of the purchase price of, and delivery of the certificates for, the Representative’s Purchase Option shall be made on the Closing Date. The Company will cause the certificates representing the Shares shall deliver to be made available for checking and packaging, at such place as is designated by the Representative, on upon payment therefor, certificates for the full business day before the Firm Shares Closing Date (or the Representative’s Purchase Option Shares Closing Date in the case of name or names and in such authorized denominations as the Option Shares)Representative may reasonably request.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 15.98 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 9 hereof. . Each of the Selling Stockholders agrees 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 “Number of Firm Shares to be Purchased from the Selling Stockholders” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 hereof. (b) The Company and the Selling Stockholders hereby 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + Co, LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 a.m., Sxx Xxxxxxxxx xxxx, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 1.645 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 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 case upon written, facsimile or electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC000 Xxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the UnderwritersRepresentative, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriterthe Underwriters. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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 9 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 9 hereof. (b) The Company and certain of the Selling Stockholders, as and to the extent set forth opposite the name of such Selling Stockholder under the column “Number of Option Shares to be Sold” on Schedule II to this Agreement, hereby 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 Representative 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 belowhereinafter defined), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon writtenwritten or facsimile notice, or verbal or telephonic notice confirmed by written or facsimile or electronic notice, by the Representative 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 (2) business days before the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoOxxxxxxxxxx & Co. Inc., LLC300 Xxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third (3rd) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Underwriters (such time and date of delivery and payment are called referred to herein as the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Underwriters and the Company, on each date of delivery as specified in the notice from the Representative Underwriters to the Company (such time and date of delivery and payment are called referred to herein as the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, referred to herein individually as a "“Closing Date" and, together, ” and collectively as the "“Closing Dates”." (d) Payment for the Shares shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company for the Shares purchased from the Company and to the Selling Stockholders for the Shares purchased from the Selling Stockholders, against delivery of the respective certificates representing such Shares to the Representative Underwriters for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates The certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Underwriters shall request at least two (2) full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) hereof, and shall be delivered by or on behalf of the Company to the Representative Underwriters through the facilities of the Depository Trust Company ("“DTC"”) for the account respective accounts of such Underwriterthe Underwriters for the Shares to be purchased by them. The Company will cause the certificates representing the Shares to be made available for checking and packaging, packaging at such place as is designated by the Representative, Underwriters on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 28.35 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 9 8 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 in connection with the sale of the Firm Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) [Reserved.] (d) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (de) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company , against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (ef) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 4.418 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) [Reserved.] (d) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (de) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company funds, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (ef) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 3.9844 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, Agreement subject to adjustment in accordance with Section 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoOxxxxxxxxxx & Co. Inc., LLC80 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account respective accounts of such Underwriterthe Underwriters. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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 Purchased" from the CompanyCompany on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 hereof. The Selling Shareholders agree to sell to each of the Underwriters, and each of the Underwriters agree, 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 Sold" by each Selling Shareholders on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoCIBC World Markets Corp., LLC417 5th Avenue, 539 Bryant Street2nd Floor, Suite 100New York, San FranciscoNew York 10016, XXat 10:00 a.x., 00000 xx 7:00 a.m., Sxx Xxxxxxxxx Xxx Xxxx Xxxx xxxx, on the third business day xx xxx xxxxx xxxxxxxx xxx following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company and to the Selling Shareholders for the shares purchased from the Selling Shareholders, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 4.6875 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 9 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 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 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 writtenwritten or facsimile notice, or verbal or telephonic notice confirmed by written or facsimile or electronic notice, by the Representative 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC000 Xxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company and the Selling Stockholder by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company and to the Selling Stockholder for the shares purchased from the Selling Stockholder, against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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" Purchased” on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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) Payment of the purchase price for, and delivery of certificates electronic book entries made for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, electronic book entries made for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company for the Firm Shares or Option Shares, as the case may be, purchased from the Company, against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates electronic book entries made for the Shares to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates electronic book entries representing the Shares to be made available for checking and packagingchecking, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 1.805 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 facsimile, electronic or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile, electronic or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made through the facilities of the Depositary Trust Company (“DTC”) at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the second business day following the date of this Agreement (or the third business day following the date of this Agreement if the pricing occurs after 4:30 p.m., Eastern time) or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") DTC for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 6.8875 per share (which, for the "avoidance of doubt, equals 95% of the per Firm Share public offering price) (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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 writtenwritten or facsimile notice, or verbal or telephonic notice confirmed by written or facsimile or electronic notice, by the 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 one business days day before the 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) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares Shares, shall be made at the offices of W.R. Hambrecht + CoXxxx Capital Partners, LLC, 539 Bryant Street000 Xxx Xxxxxxxx Xxxxx, Suite 100Xxxxxxx Xxxxx, San FranciscoXX 00000, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the second business day following the date of this Agreement or, if the Shares are priced after 4:30 p.m. New York City time as contemplated by Rule 15c6-1c under the Exchange Act, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase priceprice for, and delivery of the certificatesof, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares to be purchased on the Firm Shares Closing Date or the Option Shares Closing Date, as the case may be, shall be made to the Company by wire transfer of immediately available same day Federal funds to an account or accounts designated in writing by the order of the Company Company, against delivery of the respective certificates to the Representative for the respective accounts of the several Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in on such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Option Shares)Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 4.675 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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 one business days day 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC000 Xxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), after 4:30 p.m. New York City time, fourth) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 1.081 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 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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 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. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoCitigroup Global Markets Inc., LLC000 Xxxxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx, San Francisco00000, XXor such other location as may be mutually acceptable, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. New York City time, the fourth) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company funds, against delivery of the respective certificates to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such the Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares). Alternatively, if the Representatives so elect, delivery of the Shares may be made by credit to the accounts designated by the Representatives through DTC’s full fast transfer or DWAC program.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 10.695 per share ADS (the "Initial “ADS 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 9 8 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 at the Initial ADS Price. The number of Option Shares to be purchased by each Underwriter 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 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 writtenwritten notice, facsimile or electronic verbal or telephonic notice confirmed by written notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).ten

Sale, Purchase, Delivery and Payment for 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 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 9 7 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 second 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative Representatives 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 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates Shares in book-entry form to be purchased on such Closing Date to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by themUnderwriters. (e) Certificates evidencing the The Shares to be delivered at such Closing Date shall be delivered in book-entry form and registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 26.6475 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 9 8 hereof. (b) The Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Company Option Shares at the Initial Pricea purchase price of $26.6475 per share. The number of Company Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 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 electronic notice, or verbal or telephonic notice confirmed by written, facsimile or electronic notice, by the 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 Company Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. (c) Payment of the purchase price for, and The delivery of certificates for, for the Firm Shares shall be made through the facilities of the Depository Trust Company (“DTC”), New York, New York, at the offices of W.R. Hambrecht + CoLadenburg Xxxxxxxx & Co. Inc., LLC000 Xxxx Xxxxxx, 539 Bryant Street00xx Xxxxx, Suite 100Xxx Xxxx, San FranciscoXxx Xxxx 00000, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Company Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Company Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates to the Representative Shares for the respective accounts of the Underwriters of certificates for the Shares to be purchased by themUnderwriters. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Company Option Shares, on the day of notice of exercise of the option as described in Section 1(b) ), and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") DTC for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares)Underwriters.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 4.416 per share Share, representing an 8% discounted price from the price the Underwriters shall sell the Firm Shares to the public (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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 45 days after the date of this Agreement, in each case upon written, facsimile or electronic telegraphic notice, or verbal or telephonic notice confirmed by written or facsimile notice, by the 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 one business days day 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares as provided for in Section 1(d) hereof, shall be made at the offices of W.R. Hambrecht + CoAegis Capital Corp., LLC000 Xxxxxxx Xxxxxx, 539 Bryant Street00xx Xxxxx, Suite 100Xxx Xxxx, San FranciscoXX 00000 or at such other place as shall be agreed upon by the Representative and the Company, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), after 4:30 p.m. New York City time, third) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates Shares to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates If certificates evidencing the Shares are requested by the Representative for delivery on a Closing Date, such certificates shall be registered in such names and shall be in such denominations as the Representative shall request in writing at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and ). If no certificates are so requested, the Shares shall be delivered on each Closing Date by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such each Underwriter. The If certificates are so requested, the Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 3.29 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC000 Xxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares)Underwriters.

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 6.58 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic e-mail notice, or verbal or telephonic notice confirmed by written, facsimile or e-mail notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made to the Company by wire transfer of immediately available funds at the offices of W.R. Hambrecht + Co, LLC, 539 Bryant Street, Suite 100, San Francisco, XX, 00000 xx 7:00 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second (or, if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates." (d) Payment for ” Delivery of the Firm Shares and any Option Shares shall be made through the facilities of the Depository Trust Company to the Company by wire transfer account of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Firm Shares or Option Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 4.23 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 second 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative Representatives 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 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates Shares in book-entry form to be purchased on such Closing Date to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by themUnderwriters. (e) Certificates evidencing the The Shares to be delivered at such Closing Date shall be delivered in book-entry form and registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 2.883 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 electronic e-mail notice, or verbal or telephonic notice confirmed by written, facsimile or e-mail notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoX.X. Xxxxxxxxxx & Co., LLC, 539 Bryant Street000 Xxxx Xxxxxx, Suite 1000xx Xxxxx, San FranciscoXxx Xxxx, XXXX 00000, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second (or, if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after 4:30 p.m. Eastern time, the third) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates Firm Shares and Options Shares, if any, to the account of the Representative for the respective accounts of the Underwriters of certificates for the Firm Shares and Option Shares, if any, to be purchased by them. (e) Certificates evidencing the The Shares shall be registered in such names and shall be in such denominations as the Representative shall request request, in the case of the Firm Shares, at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered in book-entry form by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account respective accounts of the Underwriters. (f) The Company shall issue to the Representative or its designees on each Closing Date warrants (the “Underwriter Warrants”) to purchase that number of shares of Common Stock equal to 6% of the aggregate number of shares of Common Stock issued on such UnderwriterClosing Date. The Company will cause Underwriter Warrants shall be in a customary form reasonably acceptable to the certificates representing Underwriter and the Shares to Company, shall be made available for checking exercisable, in whole or in part, immediately and packaging, at such place as is designated by the Representative, expire on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case five-year anniversary of the Option date of the Prospectus at an initial exercise price per share of Common Stock of $3.875, which is equal to 125% of the public offering price of the Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $_____ 1.5168 per share 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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 writtenwritten or facsimile notice, or verbal or telephonic notice confirmed by written or facsimile or electronic notice, by the 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC000 Xxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) ), and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).the

Sale, Purchase, Delivery and Payment for 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 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 9 hereof. Each of the Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters, at the Initial Price, the number of Firm Shares set forth opposite the name of such Selling Stockholder under the column “Number of Firm Shares to be Sold by Each Selling Stockholder” on Schedule II to this Agreement, 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 to this Agreement, subject to adjustment in accordance with Section 9 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (as adjusted by the Representative 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoCIBC World Markets Corp., LLCOxx Xxxxx Xxxxxxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company for the shares purchased from the Company and to the Selling Stockholders for the shares purchased from the Selling Stockholders, against delivery of the respective certificates therefor to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares to be sold by the Company shall be registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be sold by the Company to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 purchase price of $[_____ ] per share Share, representing an 8% discounted price from the price the Underwriters shall sell the Firm Shares to the public (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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter 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 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)Date, and from time to time thereafter within 30 45 days after the date of this Agreement, in each case upon written, facsimile or electronic telegraphic notice, or verbal or telephonic notice confirmed by written or facsimile notice, by the 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 one business days day before the Option Shares Closing Date (as defined below)Date, 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares as provided for in Section 1(d) hereof, shall be made at the offices of W.R. Hambrecht + CoAegis Capital Corp., LLC000 Xxxxxxx Xxxxxx, 539 Bryant Street00xx Xxxxx, Suite 100Xxx Xxxx, San FranciscoXX 00000 or at such other place as shall be agreed upon by the Representative and the Company, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third second (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), after 4:30 p.m. New York City time, third) business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates Shares to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates If certificates evidencing the Shares are requested by the Representative for delivery on a Closing Date, such certificates shall be registered in such names and shall be in such denominations as the Representative shall request in writing at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and ). If no certificates are so requested, the Shares shall be delivered on each Closing Date by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such each Underwriter. The If certificates are so requested, the Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

Sale, Purchase, Delivery and Payment for 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 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (as the same may be adjusted by the 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 noonNoon, 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 thirty (30) days after the date of this Agreement, in each case upon written, facsimile or electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative to the Company no later than 12:00 noonNoon, New York City time, on the business day before the Firm Shares Closing Date or no later than 12:00 Noon, New York City time, 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. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoOxxxxxxxxxx & Co. Inc., LLC80 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement [●] 2019, or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates Firm Shares or the Option Shares, as applicable, to the account of the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the The Firm Shares and Option Shares, as applicable, shall be registered in such names and shall be in such denominations as the Representative shall request at least two (2) full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) ), and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case respective accounts of the Option Shares)Underwriters.

Sale, Purchase, Delivery and Payment for 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 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 9 8 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 at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative 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 second 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 electronic telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative Representatives 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 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) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + CoXxxxxxxxxxx & Co. Inc., LLC00 Xxxxx Xxxxxx, 539 Bryant StreetXxx Xxxx, Suite 100Xxx Xxxx 00000, San Francisco, XX, 00000 xx 7:00 at 10:00 a.m., Sxx Xxxxxxxxx xxxxNew York City time, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative Representatives (such time and date of delivery and payment are called the "“Firm Shares Closing Date"”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each date of delivery as specified in the notice from the Representative Representatives to the Company (such time and date of delivery and payment are called the "“Option Shares Closing Date"”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "“Closing Date" ” and, together, the "“Closing Dates."” (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company Company, against delivery of the respective certificates Shares in book-entry form to be purchased on such Closing Date to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by themUnderwriters. (e) Certificates evidencing the The Shares to be delivered at such Closing Date shall be delivered in book-entry form and registered in such names and shall be in such denominations as the Representative Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative Representatives through the facilities of the Depository Trust Company ("“DTC"”) for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the RepresentativeRepresentatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).