Common use of STABILIZATION AND OTHER MATTERS Clause in Contracts

STABILIZATION AND OTHER MATTERS. We authorize you, in your discretion, to make purchases and sales of Securities, any other securities of the Company of the same class and series, any securities of the Company into which the Securities are convertible and any securities of the Company that you may specify in writing, in the open market or otherwise, for long or short account, on such terms and at such prices as you may determine, and to over-allot in arranging sales of Securities. It is understood that you may have made purchases of outstanding securities of the Company for stabilizing purposes prior to the time when this Agreement became binding upon us with respect to the offering of the Securities, and we agree that any securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. We authorize you to cover any short position incurred pursuant to this Section by purchasing securities on such terms and in such manner as you deem advisable. At no time shall our net commitment either for long or short accounts (except for over-allotments which may be covered by the purchase of Option Securities) under the foregoing provisions of this Section exceed an amount equal to fifteen percent (15%) of our underwriting obligation as it relates to the aggregate underwriting obligations of all Underwriters. On demand, we will take up and pay for at cost any securities so purchased and deliver any of said securities so sold or overallotted for our account, and if any other Underwriter shall fail to comply with such a demand, we will assume our proportionate share of such obligations, based upon our underwriting obligation as related to the aggregate underwriting obligations of all non-defaulting Underwriters, without, however, relieving such defaulting Underwriter from its liability therefor. The existence of this provision is no assurance that the price of the Securities or other securities of the Company will be stabilized or that stabilizing, if commenced, may not be discontinued at any time. We agree to advise you from time to time upon your request of the amount of our Securities retained by us remaining unsold and will upon your request sell to you for the accounts of one or more of the several Underwriters such amount of such Securities as you may designate at such price, not less than the public offering price less the Underwriter's Discount concession nor more than the initial public offering price, as you may determine. If prior to the termination of this Agreement, you shall purchase or contract to purchase any of the Securities which were sold by us (otherwise than through you) pursuant to this Agreement, in your discretion you may (a) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (b) charge our account with an amount equal to the Underwriter's Discount with respect thereto and credit such amount against the cost thereof or (c) require us to repurchase such Securities at a price equal to the total cost of such purchase made by you as Representative, including discount and -6- commissions, if any, and transfer tax on the redelivery. Certificates for the Securities delivered on such repurchase need not be identical to the certificates so purchased by you. We understand that, in the event that you effect stabilization pursuant to this Section, you will notify us promptly of the date and time when the first stabilizing purchase is effected and the date and time when stabilizing is terminated. We agree that stabilizing by us may be effected only with the consent of W. B. McKee Securities, Xxx., xxd we will furnish W. B. McKee Securities, Xxx. xxxh such information and reports relating to such stabilization as are required by the rules and regulations of the Commission under the Exchange Act. We authorize you, in your sole discretion, to exercise any over-allotment option in whole or in part or to cancel the same at such time as you may determine. To the extent, if at all, that you exercise such option, we agree to take down and pay for our portion of such Option Securities in the proportion that our underwriting obligation bears to the underwriting obligations of all Underwriters. You will advise us of the amount of our Option Securities, and we will offer such Option Securities to the public in conformity with the terms of the offering set forth in the Prospectus.

STABILIZATION AND OTHER MATTERS. We authorize you, in your discretion, to make purchases and sales of Securities, any other securities of the Company of the same class and series, any securities of the Company into which the Securities are convertible and any securities of the Company that you may specify in writing, Shares in the open market or otherwise, for long or short account, on such terms and at such prices as you may determine, and to over-allot in arranging for sales of Securities. It is understood that you may have made purchases of outstanding securities of the Company for stabilizing purposes prior Securities to the time when this Agreement became binding upon us with respect to the offering of the Securities, retail purchasers and we agree that any securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorizationDealers. We authorize you, during the term of this Agreement or for such longer periods as you may determine, to cover any short position incurred pursuant to this Section section by purchasing securities Securities or shares of the Common Stock of the Company on such terms and in such manner as you deem advisable. At no time All purchases and sales under this section shall our net commitment either be made for long or short the accounts (except for over-allotments which may be covered by of the purchase of Option Securities) under the foregoing provisions of this Section exceed an amount equal several Underwriters as nearly as practicable in proportion to fifteen percent (15%) of our their respective underwriting obligation as it relates to the aggregate underwriting obligations of all Underwritersobligations. On demanddemand by you, we will take up and pay for at cost any securities so Securities purchased and for our account, deliver any Securities, or shares of said securities common stock so sold or overallotted over-allotted for our account, and if any other Underwriter shall fail to comply with such a demand, we will assume pay you on demand by you the amount of any losses or expenses incurred for our proportionate share account pursuant to this section. In the event of such obligationsdefault by one or more Underwriters in respect to their obligations under this section, based upon our underwriting obligation as related to the aggregate underwriting obligations of all each non-defaulting Underwriters, without, however, Underwriter shall assume its proportionate shares of the obligations of such defaulting Underwriter without relieving such defaulting Underwriter from of its liability thereforhereunder. The existence of this provision is no assurance that the price of the Securities or other securities of the Company Shares will be stabilized or that stabilizing, if commenced, may not be discontinued at any time. We agree to advise you you, from time to time upon your request request, during the term of this Agreement, of the amount number of our Securities Shares retained by us remaining unsold unsold, and will will, upon your request request, sell to you for the accounts of one or more of the several Underwriters such amount Underwriters, the number of such Securities as you may designate at such a price, not less than the public offering net price less the Underwriter's Discount concession to Dealers nor more than the initial public offering price, price as you may determine. If prior to the termination of this Agreement, you shall purchase or contract to purchase any of the Securities which were sold by us (otherwise than through you) pursuant to ), shall be purchased or contracted for purchase by you during the term of this Agreement, you are authorized in your discretion you may (a) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (b) to charge our account with an amount equal to the UnderwriterDealer's Discount concession with respect thereto and credit to such amount against the cost thereof Securities, or (c) to require us to repurchase such Securities at a price equal to the total cost of such purchase made by you as Representativeyour purchase, including discount and -6- commissions, if any, commission and transfer tax taxes on the redelivery. Certificates for the Securities delivered on such repurchase need not be identical to the certificates so purchased by you. We understand that, in In the event that you effect stabilization any stabilizing purchase pursuant to this Sectionsection, you will notify us promptly of the date and time when the first stabilizing purchase is effected and the date and time when stabilizing is terminated. We agree that if stabilizing by us may be is effected only we will, not later than five business days following the day on which stabilizing is terminated, file in duplicate with the consent of W. B. McKee Securities, Xxx., xxd we will furnish W. B. McKee Securities, Xxx. xxxh such information and reports relating to such stabilization as are you all documentation required by the rules and regulations of Commission pursuant to the Commission under the Exchange 1934 Act. We authorize you, in your sole discretion, you to exercise file with the Commission any over-allotment option in whole or in part or to cancel such documentation (not as manager) and any notices and reports which may be required as a result of any transactions made by you for the same at such time as you may determine. To the extent, if at all, that you exercise such option, we agree to take down and pay for our portion of such Option Securities in the proportion that our underwriting obligation bears to the underwriting obligations of all Underwriters. You will advise us accounts of the amount of our Option Securities, and we will offer such Option Securities Underwriters pursuant to the public in conformity with the terms of the offering set forth in the Prospectusthis section.

STABILIZATION AND OTHER MATTERS. We authorize you, you in your discretion, discretion to make purchases and sales of Securities, any other securities the Common Stock of the Company of the same class and series, any securities of the Company into which the Securities are convertible and any securities of the Company that you may specify in writing, for our account in the open market or otherwise, for long or short account, on such terms and at such prices as you may determine, deem advisable and in arranging sales to over-allot in arranging sales of Securitiesallot. It is understood that If you may have made purchases of outstanding securities of the Company purchased Common Stock for stabilizing purposes prior to the time when execution of this Agreement became binding upon us with respect to the offering of the SecuritiesAgreement, and we agree that any securities so purchased such purchases shall be treated as having been purchased for the respective accounts of the Underwriters made pursuant to the foregoing authorization. We also authorize you you, either before or after the termination of the offering provisions of this Agreement, to cover any short position incurred pursuant to this Section by purchasing securities on such terms and in such manner as you deem advisable. At no time shall our net commitment either for long or short accounts (except for All such purchases and sales and over-allotments which may shall be covered by made for the purchase accounts of Option Securities) the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. Our net commitment under this Section (excluding any commitment incurred under the foregoing provisions Underwriting Agreement upon exercise of this Section the right to purchase Option Shares) shall not, at the end of any business day, exceed an amount equal to fifteen percent (15%) 10% of our maximum underwriting obligation as it relates to the aggregate underwriting obligations of all Underwritersobligation. On demand, we We will on your demand take up and pay for at cost any securities Common Stock so purchased and deliver any of said securities so or sold or overallotted over-allotted for our account, and and, if any other Underwriter shall fail to comply with such a demanddefaults in its corresponding obligation, we will assume our proportionate share of such obligations, based upon our underwriting obligation as related to without relieving the aggregate underwriting obligations of all non-defaulting Underwriters, without, however, relieving such defaulting Underwriter from its liability thereforliability. We will be obligated in respect of purchases and sales made for our account hereunder whether or not any proposed purchase of the Shares from the Company is consummated. The existence of this provision is no assurance that the price of the Securities or other securities of the Company Shares will be stabilized or that stabilizingthat, if stabilizing is commenced, it may not be discontinued at any time. We agree to advise you you, from time to time upon your request request, during the term of this Agreement, of the amount number of our Securities Shares retained by us remaining unsold unsold, and will will, upon your request request, sell to you for the accounts of one or more of the several Underwriters such amount number of such Securities Shares as you may designate at such priceprices, not less than the public offering net price less the Underwriter's Discount concession to Selected Dealers nor more than the initial public offering price, as you may determine. If prior to the termination of this Agreement, you shall effect any stabilizing purchase or contract to purchase any of the Securities which were sold by us (otherwise than through you) pursuant to this Agreement, in your discretion you may (a) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (b) charge our account with an amount equal to the Underwriter's Discount with respect thereto and credit such amount against the cost thereof or (c) require us to repurchase such Securities at a price equal to the total cost of such purchase made by you as Representative, including discount and -6- commissions, if any, and transfer tax on the redelivery. Certificates for the Securities delivered on such repurchase need not be identical to the certificates so purchased by you. We understand that, in the event that you effect stabilization pursuant to this SectionSection 8, you will notify us promptly of the date and time when the first stabilizing purchase is was effected and the date and time when stabilizing was terminated. You will retain such information as is terminatedrequired to be retained by you as "Manager" pursuant to Rule 17a-2 under the Securities Exchange Act (the "Exchange Act"). We agree that stabilizing by us may be effected only with the consent of W. B. McKee Securities, Xxx., xxd we will not effect any stabilizing purchases without your express authorization, and, if any purchases are effected, we agree to furnish W. B. McKee Securities, Xxx. xxxh to you not later than three business days following the date upon which stabilization was commenced such information and reports relating as is required under Rule 17a-2(d). With respect to such stabilization the Underwriting Agreement, you are also authorized in your discretion (a) to exercise the option therein as are required by the rules and regulations to all or any part of the Commission under the Exchange Act. We authorize youOption Shares, in your sole discretion, and to exercise any over-allotment terminate such option in whole or in part prior to its expiration, (b) to postpone the (Firm Closing Date and the Option Closing Date referred to in the Underwriting Agreement, and any other time or date specified therein, (c) to cancel exercise any right of cancellation or termination, (d) to arrange for the same at purchase by other persons (including yourselves or any other Underwriter) of any Shares not taken up by any defaulting Underwriter, and (e) to consent to such time other changes in the Underwriting Agreement as you may determinein your judgment do not materially adversely affect the substance of' our rights and obligations thereunder. To We further agree that (a) prior to the extenttermination of this Agreement we will not, if at alldirectly or indirectly, that you exercise such optionbid for or purchase any Shares for our own account, except as provided in this Agreement and in the Underwriting Agreement, and (b) prior to the completion (as defined in Regulation M promulgated under the Exchange Act) of our participation in this distribution, we agree to take down and pay for our portion of such Option Securities in will otherwise comply with Regulation M promulgated under the proportion that our underwriting obligation bears to the underwriting obligations of all Underwriters. You will advise us of the amount of our Option Securities, and we will offer such Option Securities to the public in conformity with the terms of the offering set forth in the ProspectusExchange Act.

STABILIZATION AND OTHER MATTERS. We authorize you, you in your discretion, discretion to make purchases and sales of Securities, any other securities the Common Stock of the Company of the same class and series, any securities of the Company into which the Securities are convertible and any securities of the Company that you may specify in writing, for our account in the open market or otherwise, for long or short account, on such terms and at such prices as you may determine, deem advisable and in arranging sales to over-allot in arranging sales of Securitiesallot. It is understood that If you may have made purchases of outstanding securities of the Company purchased Common Stock for stabilizing purposes prior to the time when execution of this Agreement became binding upon us with respect to the offering of the SecuritiesAgreement, and we agree that any securities so purchased such purchases shall be treated as having been purchased for the respective accounts of the Underwriters made pursuant to the foregoing authorization. We also authorize you you, either before or after the termination of the offering provisions of this Agreement, to cover any short position incurred pursuant to this Section by purchasing securities on such terms and in such manner as you deem advisable. At no time shall our net commitment either for long or short accounts (except for All such purchases and sales and over-allotments which may shall be covered by made for the purchase accounts of Option Securities) the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. Our net commitment under this Section (excluding any commitment incurred under the foregoing provisions Underwriting Agreement upon exercise of this Section the right to purchase Option Shares) shall not, at the end of any business day, exceed an amount equal to fifteen percent (15%) % of our maximum underwriting obligation as it relates to the aggregate underwriting obligations of all Underwritersobligation. On demand, we We will on your demand take up and pay for at cost any securities Common Stock so purchased and deliver any of said securities so or sold or overallotted over-allotted for our account, and and, if any other Underwriter shall fail to comply with such a demanddefaults in its corresponding obligation, we will assume our proportionate share of such obligations, based upon our underwriting obligation as related to without relieving the aggregate underwriting obligations of all non-defaulting Underwriters, without, however, relieving such defaulting Underwriter from its liability thereforliability. We will be obligated in respect of purchases and sales made for our account hereunder whether or not any proposed purchase of the Shares from the Company is consummated. The existence of this provision is no assurance that the price of the Securities or other securities of the Company Shares will be stabilized or that stabilizingthat, if stabilizing is commenced, it may not be discontinued at any time. We agree to advise you you, from time to time upon your request request, during the term of this Agreement, of the amount number of our Securities Shares retained by us remaining unsold unsold, and will will, upon your request request, sell to you for the accounts of one or more of the several Underwriters such amount number of such Securities Shares as you may designate at such priceprices, not less than the public offering net price less the Underwriter's Discount concession to Selected Dealers nor more than the initial public offering price, as you may determine. 32 If prior to the termination of this Agreement, you shall effect any stabilizing purchase or contract to purchase any of the Securities which were sold by us (otherwise than through you) pursuant to this Agreement, in your discretion you may (a) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (b) charge our account with an amount equal to the Underwriter's Discount with respect thereto and credit such amount against the cost thereof or (c) require us to repurchase such Securities at a price equal to the total cost of such purchase made by you as Representative, including discount and -6- commissions, if any, and transfer tax on the redelivery. Certificates for the Securities delivered on such repurchase need not be identical to the certificates so purchased by you. We understand that, in the event that you effect stabilization pursuant to this SectionSection 8, you will notify us promptly of the date and time when the first stabilizing purchase is was effected and the date and time when stabilizing was terminated. You will retain such information as is terminatedrequired to be retained by you as "Manager" pursuant to Rule 17a-2 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). We agree that stabilizing by us may be effected only with the consent of W. B. McKee Securities, Xxx., xxd we will not effect any stabilizing purchases without your express authorization, and, if any purchases are effected, we agree to furnish W. B. McKee Securities, Xxx. xxxh to you not later than three business days following the date upon which stabilization was commenced such information and reports relating as is required under Rule 17a-2(d). With respect to such stabilization the Underwriting Agreement, you are also authorized in your discretion (a) to exercise the option therein as are required by the rules and regulations to all or any part of the Commission under the Exchange Act. We authorize youOption Shares, in your sole discretion, and to exercise any over-allotment terminate such option in whole or in part prior to its expiration, (b) to postpone the Closing Date and the Option Closing Date referred to in the Underwriting Agreement, and any other time or date specified therein, (c) to cancel exercise any right of cancellation or termination, (d) to arrange for the same at purchase by other persons (including yourselves or any other Underwriter) of any Shares not taken up by any defaulting Underwriter, and (e) to consent to such time other changes in the Underwriting Agreement as you may determinein your judgment do not materially adversely affect the substance of our rights and obligations thereunder. To We further agree that (a) prior to the extenttermination of this Agreement we will not, if at alldirectly or indirectly, that you exercise such optionbid for or purchase any Shares for our own account, except as provided in this Agreement and in the Underwriting Agreement, and (b) prior to the completion (as defined in Rule 10b-6 under the 1934 Xxx) xx our participation in this distribution, we agree to take down and pay for our portion of such Option Securities in the proportion that our underwriting obligation bears to the underwriting obligations of all Underwriters. You will advise us of the amount of our Option Securities, and we will offer such Option Securities to the public in conformity otherwise comply with the terms of the offering set forth in the ProspectusRule 10b-6.

STABILIZATION AND OTHER MATTERS. We authorize you, you in your discretion, discretion to make purchases and sales of Securities, any other securities the Preferred Securities of the Company of the same class and series, any securities of the Company into which the Securities are convertible and any securities of the Company that you may specify in writing, Trust for our account in the open market or otherwise, for long or short account, on such terms and at such prices as you may determine, deem advisable and to over-allot in arranging sales of Securitiesto overallot. It is understood that If you may have made purchases of outstanding securities of the Company purchased Preferred Securities for stabilizing purposes prior to the time when execution of this Agreement became binding upon us with respect to the offering of the SecuritiesAgreement, and we agree that any securities so purchased such purchases shall be treated as having been purchased for the respective accounts of the Underwriters made pursuant to the foregoing authorization. We also authorize you you, either before or after the termination of the offering provisions of this Agreement, to cover any short position incurred pursuant to this Section by purchasing securities on such terms and in such manner as you deem advisable. At no time shall our net commitment either for long or short accounts (except for All such purchases and sales and over-allotments which may shall be covered by made for the accounts of the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. Our net commitment under this Section (excluding any commitment incurred under the Underwriting Agreement upon exercise of the right to purchase of Option Preferred Securities) under shall not, at the foregoing provisions end of this Section any business day, exceed an amount equal to fifteen 15 percent (15%) of our maximum underwriting obligation as it relates to the aggregate underwriting obligations of all Underwritersobligation. On demand, we We will on your demand take up and pay for at cost any securities Preferred Securities so purchased and deliver any of said securities so or sold or overallotted over-allotted for our account, and and, if any other Underwriter shall fail to comply with such a demanddefaults in its corresponding obligation, we will assume our proportionate share of such obligations, based upon our underwriting obligation as related to without relieving the aggregate underwriting obligations of all non-defaulting Underwriters, without, however, relieving such defaulting Underwriter from its liability thereforliability. We will be obligated in respect of purchases and sales made for our account hereunder whether or not any proposed purchase of the Designated Preferred Securities from the Trust is consummated. The existence of this provision is no assurance that the price of the Designated Preferred Securities or other securities of the Company will be stabilized or that stabilizingthat, if stabilizing is commenced, it may not be discontinued at any time. We agree to advise you you, from time to time upon your request request, during the term of this Agreement, of the amount number of our Designated Preferred Securities retained by us remaining unsold unsold, and will will, upon your request request, sell to you for the accounts of one or more of the several Underwriters such amount number of such Designated Preferred Securities as you may designate at such priceprices, not less than the public offering net price less the Underwriter's Discount concession to Selected Dealers nor more than the initial public offering price, as you may determine. If prior to the termination of this Agreement, you shall effect any stabilizing purchase or contract to purchase any of the Securities which were sold by us (otherwise than through you) pursuant to this Agreement, in your discretion you may (a) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (b) charge our account with an amount equal to the Underwriter's Discount with respect thereto and credit such amount against the cost thereof or (c) require us to repurchase such Securities at a price equal to the total cost of such purchase made by you as Representative, including discount and -6- commissions, if any, and transfer tax on the redelivery. Certificates for the Securities delivered on such repurchase need not be identical to the certificates so purchased by you. We understand that, in the event that you effect stabilization pursuant to this SectionSection 8, you will notify us promptly of the date and time when the first stabilizing purchase is was effected and the date and time when stabilizing was terminated. You will retain such information as is terminatedrequired to be retained by you as "Manager" pursuant to Rule 17a-2 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). We agree that we will not effect any stabilizing by us may be effected only with purchases, syndicate covering transactions or penalty bids without your express authorization, and, if any purchases are effected, we agree to furnish to you not later than three business days following the consent date upon which any of W. B. McKee the foregoing was commenced such information as is required under Rule 17a-2(d). With respect to the Underwriting Agreement, you are also authorized in your discretion (a) to exercise the option therein as to all or any part of the Option Preferred Securities, Xxx., xxd we will furnish W. B. McKee Securities, Xxx. xxxh and to terminate such information and reports relating to such stabilization as are required by the rules and regulations of the Commission under the Exchange Act. We authorize you, in your sole discretion, to exercise any over-allotment option in whole or in part prior to its expiration, (b) to postpone the Closing Date and the Option Closing Date referred to in the Underwriting Agreement, and any other time or date specified therein, (c) to cancel exercise any right of cancellation or termination, (d) to arrange for the same at purchase by other persons (including yourselves or any other Underwriter) of any Designated Preferred Securities not taken up by any defaulting Underwriter and (e) to consent to such time other changes in the Underwriting Agreement as you may determinein your judgment do not materially adversely affect the substance of our rights and obligations thereunder. To We further agree that (a) prior to the extenttermination of this Agreement we will not, if at alldirectly or indirectly, that you exercise such optionbid for or purchase any Designated Preferred Securities for our own account, except as provided in this Agreement and in the Underwriting Agreement, and (b) prior to the completion (as defined in the Commission's Regulation M) of our participation in this distribution, we agree to take down and pay for our portion of such Option Securities in the proportion that our underwriting obligation bears to the underwriting obligations of all Underwriters. You will advise us of the amount of our Option Securities, and we will offer such Option Securities to the public in conformity otherwise comply with the terms of the offering set forth in the Prospectus.Commission's Regulation M.

STABILIZATION AND OTHER MATTERS. We authorize you, you in your discretion, discretion to make purchases and sales of Securities, any other securities the Common Stock of the Company of the same class and series, any securities of the Company into which the Securities are convertible and any securities of the Company that you may specify in writing, for our account in the open market or otherwise, for long or short account, on such terms and at such prices as you may determine, deem advisable and in arranging sales to over-allot in arranging sales of Securitiesallot. It is understood that If you may have made purchases of outstanding securities of the Company purchased Common Stock for stabilizing purposes prior to the time when execution of this Agreement became binding upon us with respect to the offering of the SecuritiesAgreement, and we agree that any securities so purchased such purchases shall be treated as having been purchased for the respective accounts of the Underwriters made pursuant to the foregoing authorization. We also authorize you you, either before or after the termination of the offering provisions of this Agreement, to cover any short position incurred pursuant to this Section by purchasing securities on such terms and in such manner as you deem advisable. At no time shall our net commitment either for long or short accounts (except for All such purchases and sales and over-allotments which may shall be covered by made for the purchase accounts of Option Securities) the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. Our net commitment under this Section (excluding any commitment incurred under the foregoing provisions Underwriting Agreement upon exercise of this Section the right to purchase Option Shares) shall not, at the end of any business day, exceed an amount equal to fifteen percent (15%) % of our maximum underwriting obligation as it relates to the aggregate underwriting obligations of all Underwritersobligation. On demand, we We will on your demand take up and pay for at cost any securities Common Stock so purchased and deliver any of said securities so or sold or overallotted over-allotted for our account, and and, if any other Underwriter shall fail to comply with such a demanddefaults in its corresponding obligation, we will assume our proportionate share of such obligations, based upon our underwriting obligation as related to without relieving the aggregate underwriting obligations of all non-defaulting Underwriters, without, however, relieving such defaulting Underwriter from its liability thereforliability. We will be obligated in respect of purchases and sales made for our account hereunder whether or not any proposed purchase of the Shares from the Company and the Selling Shareholders is consummated. The 5 existence of this provision is no assurance that the price of the Securities or other securities of the Company Shares will be stabilized or that stabilizingthat, if stabilizing is commenced, it may not be discontinued at any time. We agree to advise you you, from time to time upon your request request, during the term of this Agreement, of the amount number of our Securities Shares retained by us remaining unsold unsold, and will will, upon your request request, sell to you for the accounts of one or more of the several Underwriters such amount number of such Securities Shares as you may designate at such priceprices, not less than the public offering net price less the Underwriter's Discount concession to Selected Dealers nor more than the initial public offering price, as you may determine. If prior to the termination of this Agreement, you shall effect any stabilizing purchase or contract to purchase any of the Securities which were sold by us (otherwise than through you) pursuant to this Agreement, in your discretion you may (a) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (b) charge our account with an amount equal to the Underwriter's Discount with respect thereto and credit such amount against the cost thereof or (c) require us to repurchase such Securities at a price equal to the total cost of such purchase made by you as Representative, including discount and -6- commissions, if any, and transfer tax on the redelivery. Certificates for the Securities delivered on such repurchase need not be identical to the certificates so purchased by you. We understand that, in the event that you effect stabilization pursuant to this SectionSection 8, you will notify us promptly of the date and time when the first stabilizing purchase is was effected and the date and time when stabilizing was terminated. You will retain such information as is terminatedrequired to be retained by you as "Manager" pursuant to Rule 17a-2 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). We agree that stabilizing by us may be effected only with the consent of W. B. McKee Securities, Xxx., xxd we will not effect any stabilizing purchases without your express authorization, and, if any purchases are effected, we agree to furnish W. B. McKee Securities, Xxx. xxxh to you not later than three business days following the date upon which stabilization was commenced such information and reports relating as is required under Rule 17a-2(d). With respect to such stabilization the Underwriting Agreement, you are also authorized in your discretion (a) to exercise the option therein as are required by the rules and regulations to all or any part of the Commission under the Exchange Act. We authorize youOption Shares, in your sole discretion, and to exercise any over-allotment terminate such option in whole or in part prior to its expiration, (b) to postpone the Closing Date and the Option Closing Date referred to in the Underwriting Agreement, and any other time or date specified therein, (c) to cancel exercise any right of cancellation or termination, (d) to arrange for the same at purchase by other persons (including yourselves or any other Underwriter) of any Shares not taken up by any defaulting Underwriter, and (e) to consent to such time other changes in the Underwriting Agreement as you may determinein your judgment do not materially adversely affect the substance of our rights and obligations thereunder. To We further agree that (a) prior to the extenttermination of this Agreement we will not, if at alldirectly or indirectly, that you exercise such optionbid for or purchase any Shares for our own account, except as provided in this Agreement and in the Underwriting Agreement, and (b) prior to the completion (as defined in Rule 10b-6 under the 1934 Xxx) xx our participation in this distribution, we agree to take down and pay for our portion of such Option Securities in the proportion that our underwriting obligation bears to the underwriting obligations of all Underwriters. You will advise us of the amount of our Option Securities, and we will offer such Option Securities to the public in conformity otherwise comply with the terms of the offering set forth in the ProspectusRule 10b-6.

STABILIZATION AND OTHER MATTERS. We authorize you, in your discretion, to make purchases and sales of Securities, any other securities of the Company of the same class and series, any securities of the Company into which the Securities are convertible and any securities of the Company that you may specify in writing, Shares in the open market or otherwise, for long or short account, on such terms and at such prices as you may determine, and to over-allot in arranging for sales of Securities. It is understood that you may have made purchases of outstanding securities of the Company for stabilizing purposes prior Securities to the time when this Agreement became binding upon us with respect to the offering of the Securities, retail purchasers and we agree that any securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorizationDealers. We authorize you, during the term of this Agreement or for such longer period as you may determine, to cover any short position incurred pursuant to this Section section by purchasing securities Securities or shares of the Common Stock of the Company on such terms and in such manner as you deem advisable. At no time All purchases and sales under this section shall our net commitment either be made for long or short the accounts (except for over-allotments which may be covered by of the purchase of Option Securities) under the foregoing provisions of this Section exceed an amount equal several Underwriters as nearly as practicable in proportion to fifteen percent (15%) of our their respective underwriting obligation as it relates to the aggregate underwriting obligations of all Underwritersobligations. On demanddemand by you, we will take up and pay for at cost any securities so Securities purchased and for our account, deliver any Securities, or shares of said securities common stock so sold or overallotted over-allotted for our account, and if any other Underwriter shall fail to comply with such a demand, we will assume pay you on demand by you the amount of any losses or expenses incurred for our proportionate share account pursuant to this section. In the event of such obligationsdefault by one or more Underwriters in respect to their obligations under this section, based upon our underwriting obligation as related to the aggregate underwriting obligations of all each non-defaulting Underwriters, without, however, Underwriter shall assume its proportionate shares of the obligations of such defaulting Underwriter without relieving such defaulting Underwriter from of its liability thereforhereunder. The existence of this provision is no assurance that the price of the Securities or other securities of the Company Shares will be stabilized or that stabilizing, if commenced, may not be discontinued at any time. We agree to advise you you, from time to time upon your request request, during the term of this Agreement, of the amount number of our Securities Shares retained by us remaining unsold unsold, and will will, upon your request request, sell to you for the accounts of one or more of the several Underwriters such amount Underwriters, the number of such Securities as you may designate at such a price, not less than the public offering net price less the Underwriter's Discount concession to Dealers nor more than the initial public offering price, price as you may determine. If prior to the termination of this Agreement, you shall purchase or contract to purchase any of the Securities which were sold by us (otherwise than through you) pursuant to ), shall be purchased or contracted for purchase by you during the term of this Agreement, you are authorized in your discretion you may (a) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (b) to charge our account with an amount equal to the UnderwriterDealer's Discount concession with respect thereto and credit to such amount against the cost thereof Securities, or (c) to require us to repurchase such Securities at a price equal to the total cost of such purchase made by you as Representativeyour purchase, including discount and -6- commissions, if any, commission and transfer tax taxes on the redelivery. Certificates for the Securities delivered on such repurchase need not be identical to the certificates so purchased by you. We understand that, in In the event that you effect stabilization any stabilizing purchase pursuant to this Sectionsection, you will notify us promptly of the date and time when the first stabilizing purchase is effected and the date and time when stabilizing is terminated. We agree that if stabilizing by us may be is effected only we will, not later than five business days following the day on which stabilizing is terminated, file in duplicate with the consent of W. B. McKee Securities, Xxx., xxd we will furnish W. B. McKee Securities, Xxx. xxxh such information and reports relating to such stabilization as are you all documentation required by the rules and regulations of Commission pursuant to the Commission under the Exchange 1934 Act. We authorize you, in your sole discretion, you to exercise file with the Commission any over-allotment option in whole or in part or to cancel such documentation (not as manager) and any notices and reports which may be required as a result of any transactions made by you for the same at such time as you may determine. To the extent, if at all, that you exercise such option, we agree to take down and pay for our portion of such Option Securities in the proportion that our underwriting obligation bears to the underwriting obligations of all Underwriters. You will advise us accounts of the amount of our Option Securities, and we will offer such Option Securities Underwriters pursuant to the public in conformity with the terms of the offering set forth in the Prospectusthis section.

STABILIZATION AND OTHER MATTERS. We authorize you, in your discretion, discretion to make purchases and sales of Securities, any other securities of the Company of the same class and series, any securities of the Company into which the Securities are convertible and any securities of the Company that you may specify in writing, Shares for our account in the open market or otherwise, for long or short account, on such terms and at such prices as you may determine, deem advisable and in arranging sales to over-allot in arranging sales of Securitiesallot. It is understood that you may have made purchases of outstanding securities We also authorize you, either before or after the termination of the Company for stabilizing purposes prior to the time when offering provisions of this Agreement became binding upon us with respect to the offering of the SecuritiesAgreement, and we agree that any securities so purchased shall be treated as having been purchased for the respective accounts of the Underwriters pursuant to the foregoing authorization. We authorize you to cover any short position incurred pursuant to this Section by purchasing securities 8 on such terms and in such manner as you deem advisable. At no time shall our net commitment either for long or short accounts (except for All such purchases and sales and over-allotments which may shall be covered by made for the purchase accounts of Option Securities) the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. Our net commitment under this Section 8 (excluding any commitment incurred under the foregoing provisions Underwriting Agreement upon exercise of this Section the right to purchase Option Shares) shall not, at the end of any business day, exceed an amount equal to fifteen percent (15%) % of our underwriting obligation as it relates to the aggregate underwriting obligations of all Underwritersobligation. On demand, we We will on your demand take up and pay for at cost any securities Shares so purchased and deliver any of said securities so or sold or overallotted overalloted for our account, and and, if any other Underwriter shall fail to comply with such a demanddefaults in its corresponding obligation, we will assume our proportionate share of such obligations, based upon our underwriting obligation as related to without relieving the aggregate underwriting obligations of all non-defaulting Underwriters, without, however, relieving such defaulting Underwriter from its liability thereforliability. We will be obligated in respect of purchases and sales made for our account hereunder whether or not any proposed purchase of Shares is consummated. The existence of this provision is no assurance that the price of the Securities or other securities of the Company Shares will be stabilized or that stabilizing, if stabilizing is commenced, it may not be discontinued at any time. We agree to advise you you, from time to time upon your request request, during the term of this Agreement, of the amount number of our Securities Shares retained by us remaining unsold unsold, and will will, upon your request request, sell to you for the accounts of one or more of the several Underwriters such amount number of such Securities Shares as you may designate at such priceprices, not less than the public offering net price less the Underwriter's Discount concession to Selected Dealers nor more than the initial public offering price, as you may determine. If prior to the termination of this Agreement, you shall effect any stabilizing purchase or contract to purchase any of the Securities which were sold by us (otherwise than through you) pursuant to this Agreement, in your discretion you may (a) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (b) charge our account with an amount equal to the Underwriter's Discount with respect thereto and credit such amount against the cost thereof or (c) require us to repurchase such Securities at a price equal to the total cost of such purchase made by you as Representative, including discount and -6- commissions, if any, and transfer tax on the redelivery. Certificates for the Securities delivered on such repurchase need not be identical to the certificates so purchased by you. We understand that, in the event that you effect stabilization pursuant to this SectionSection 8, you will notify us promptly of the date and time when the first stabilizing purchase is was effected and the date and time when stabilizing is was terminated. We authorize you on our behalf to file any reports required to be filed with the Commission in connection with any transactions made by you for our account pursuant to this Section 8 and we agree that stabilizing to furnish you with any information needed for such reports. We agree to transmit to you for filing with the Commission any and all reports required to be made by us may be effected only pursuant to paragraph (c) of Rule 17a-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a result of any transactions in connection with the consent of W. B. McKee Securities, Xxx., xxd we will furnish W. B. McKee Securities, Xxx. xxxh such information and reports relating to such stabilization as are required by the rules and regulations offering of the Commission under Shares. With respect to the Exchange Act. We authorize youUnderwriting Agreement, you are also authorized in your sole discretion, discretion (a) to exercise the option therein as to all or any over-allotment part of the Option Shares, and to terminate such option in whole or in part prior to its expiration, (b) to postpone either or both the Closing Time and any Date of Delivery referred to cancel in the same at Underwriting Agreement, and any other time or date specified therein, (c) to exercise any right of cancellation or termination, (d) to arrange for the purchase by other persons (including yourself or any other Underwriter) of any Shares not taken up by any defaulting Underwriter and (e) to consent to such time other changes in the Underwriting Agreement as you may determinein your judgment do not materially adversely affect the substance of our rights and obligations thereunder. To We further agree that (a) prior to the extenttermination of this Agreement we will not, if at alldirectly or indirectly, that you exercise such optionbid for or purchase any Shares for our own account, except as provided in this Agreement and in the Underwriting Agreement and (b) prior to the completion (as defined in Regulation M under the Exchange Act) of our participation in the distribution, we agree to take down and pay for our portion of such Option Securities in will otherwise comply with Regulation M under the proportion that our underwriting obligation bears to the underwriting obligations of all Underwriters. You will advise us of the amount of our Option Securities, and we will offer such Option Securities to the public in conformity with the terms of the offering set forth in the ProspectusExchange Act.

STABILIZATION AND OTHER MATTERS. We authorize you, you in your discretion, discretion to make purchases and sales of Securities, any other securities of the Company of the same class and series, any securities of the Company into which the Securities are convertible and any securities of the Company that you may specify in writing, Shares for our account in the open market or otherwise, for long or short account, on such terms and at such prices as you may determine, deem advisable and in arranging sales to over-allot in arranging sales of Securitiesallot. It is understood that If you may have made purchases of outstanding securities of the Company purchased Shares for stabilizing purposes prior to the time when execution of this Agreement became binding upon us with respect to the offering of the SecuritiesAgreement, and we agree that any securities so purchased such purchases shall be treated as having been purchased for the respective accounts of the Underwriters made pursuant to the foregoing authorization. We also authorize you you, either before or after the termination of the offering provisions of this Agreement, to cover any short position incurred pursuant to this Section by purchasing securities 8 on such terms and in such manner as you deem advisable. At no time shall our net commitment either for long or short accounts (except for All such purchases and sales and over-allotments which may shall be covered by made for the purchase accounts of Option Securities) the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. Our net commitment under this Section 8 (excluding any commitment incurred under the foregoing provisions Underwriting Agreement upon exercise of this Section the right to purchase Option Shares) shall not, at the end of any business day, exceed an amount equal to fifteen percent ([15%) ] of our underwriting obligation as it relates to the aggregate underwriting obligations of all Underwritersobligation. On demand, we We will on your demand take up and pay for at cost any securities Shares so purchased and deliver any of said securities so or sold or overallotted overalloted for our account, and and, if any other Underwriter shall fail to comply with such a demanddefaults in its corresponding obligation, we will assume our proportionate share of such obligations, based upon our underwriting obligation as related to without relieving the aggregate underwriting obligations of all non-defaulting Underwriters, without, however, relieving such defaulting Underwriter from its liability thereforliability. We will be obligated in respect of purchases and sales made for our account hereunder whether or not any proposed purchase of Shares is consummated. The existence of this provision is no assurance that the price of the Securities or other securities of the Company Shares will be stabilized or that stabilizing, if stabilizing is commenced, it may not be discontinued at any time. We agree to advise you you, from time to time upon your request request, during the term of this Agreement, of the amount number of our Securities Shares retained by us remaining unsold unsold, and will will, upon your request request, sell to you for the accounts of one or more of the several Underwriters such amount number of such Securities Shares as you may designate at such priceprices, not less than the public offering net price less the Underwriter's Discount concession to Selected Dealers nor more than the initial public offering price, as you may determine. If prior to the termination of this Agreement, you shall effect any stabilizing purchase or contract to purchase any of the Securities which were sold by us (otherwise than through you) pursuant to this Agreement, in your discretion you may (a) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (b) charge our account with an amount equal to the Underwriter's Discount with respect thereto and credit such amount against the cost thereof or (c) require us to repurchase such Securities at a price equal to the total cost of such purchase made by you as Representative, including discount and -6- commissions, if any, and transfer tax on the redelivery. Certificates for the Securities delivered on such repurchase need not be identical to the certificates so purchased by you. We understand that, in the event that you effect stabilization pursuant to this SectionSection 8, you will notify us promptly of the date and time when the first stabilizing purchase is was effected and the date and time when stabilizing is was terminated. We authorize you on our behalf to file any reports required to be filed with the Commission in connection with any transactions made by you for our account pursuant to this Section 8 and we agree that stabilizing to furnish you with any information needed for such reports. We agree to transmit to you for filing with the Commission any and all reports required to be made by us may be effected only pursuant to paragraph (c) of Rule 17a-2 under the Securities Exchange Act of 1934, as amended (the "1934 Act"), as a result of any transactions in connection with the consent of W. B. McKee Securities, Xxx., xxd we will furnish W. B. McKee Securities, Xxx. xxxh such information and reports relating to such stabilization as are required by the rules and regulations offering of the Commission under Shares. With respect to the Exchange Act. We authorize youUnderwriting Agreement, you are also authorized in your sole discretion, discretion (a) to exercise the option therein as to all or any over-allotment part of the Option Shares, and to terminate such option in whole or in part prior to its expiration, (b) to postpone either or both the First Closing Date and the Second Closing Date referred to cancel in the same at Underwriting Agreement, and any other time or date specified therein, (c) to exercise any right of cancellation or termination, (d) to arrange for the purchase by other persons (including yourself or any other Underwriter) of any Shares not taken up by any defaulting Underwriter and (e) to consent to such time other changes in the Underwriting Agreement as you may determinein your judgment do not materially adversely affect the substance of our rights and obligations thereunder. To We further agree that (a) prior to the extenttermination of this Agreement we will not, if at alldirectly or indirectly, that you exercise such optionbid for or purchase any Shares for our own account, except as provided in this Agreement and in the Underwriting Agreement and (b) prior to the completion (as defined in Rule 10b-6 under the 1934 Act) of our participation in the distribution, we agree to take down and pay for our portion of such Option Securities in will otherwise xxxxxx with Rule 10b-6 under the proportion that our underwriting obligation bears to the underwriting obligations of all Underwriters. You will advise us of the amount of our Option Securities, and we will offer such Option Securities to the public in conformity with the terms of the offering set forth in the Prospectus1934 Act.

STABILIZATION AND OTHER MATTERS. We authorize you, you in your discretion, discretion to make purchases and sales of Securities, any other securities the Common Stock of the Company of the same class and series, any securities of the Company into which the Securities are convertible and any securities of the Company that you may specify in writing, for our account in the open market or otherwise, for long or short account, on such terms and at such prices as you may determine, deem advisable and in arranging sales to over-allot in arranging sales of Securitiesallot. It is understood that If you may have made purchases of outstanding securities of the Company purchased Common Stock for stabilizing purposes prior to the time when execution of this Agreement became binding upon us with respect to the offering of the SecuritiesAgreement, and we agree that any securities so purchased such purchases shall be treated as having been purchased for the respective accounts of the Underwriters made pursuant to the foregoing authorization. We also authorize you you, either before or after the termination of the offering provisions of this Agreement, to cover any short position incurred pursuant to this Section by purchasing securities on such terms and in such manner as you deem advisable. At no time shall our net commitment either for long or short accounts (except for All such purchases and sales and over-allotments which may shall be covered by made for the purchase accounts of Option Securities) the several Underwriters as nearly as practicable in proportion to their respective underwriting obligations. Our net commitment under this Section (excluding any commitment incurred under the foregoing provisions Underwriting Agreement upon exercise of this Section the right to purchase Option Shares) shall not, at the end of any business day, exceed an amount equal to fifteen percent (15%) 10% of our maximum underwriting obligation as it relates to the aggregate underwriting obligations of all Underwritersobligation. On demand, we We will on your demand take up and pay for at cost any securities Common Stock so purchased and deliver any of said securities so or sold or overallotted over-allotted for our account, and and, if any other Underwriter shall fail to comply with such a demanddefaults in its corresponding obligation, we will assume our proportionate share of such obligations, based upon our underwriting obligation as related to without relieving the aggregate underwriting obligations of all non-defaulting Underwriters, without, however, relieving such defaulting Underwriter from its liability thereforliability. We will be obligated in respect of purchases and sales made for our account hereunder whether or not any proposed purchase of the Shares from the Company is consummated. The existence of this provision is no assurance that the price of the Securities or other securities of the Company Shares will be stabilized or that stabilizingthat, if stabilizing is commenced, it may not be discontinued at any time. We agree to advise you you, from time to time upon your request request, during the term of this Agreement, of the amount number of our Securities Shares retained by us remaining unsold unsold, and will will, upon your request request, sell to you for the accounts of one or more of the several Underwriters such amount number of such Securities Shares as you may designate at such priceprices, not less than the public offering net price less the Underwriter's Discount concession to Selected Dealers nor more than the initial public offering price, as you may determine. If prior to the termination of this Agreement, you shall effect any stabilizing purchase or contract to purchase any of the Securities which were sold by us (otherwise than through you) pursuant to this Agreement, in your discretion you may (a) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (b) charge our account with an amount equal to the Underwriter's Discount with respect thereto and credit such amount against the cost thereof or (c) require us to repurchase such Securities at a price equal to the total cost of such purchase made by you as Representative, including discount and -6- commissions, if any, and transfer tax on the redelivery. Certificates for the Securities delivered on such repurchase need not be identical to the certificates so purchased by you. We understand that, in the event that you effect stabilization pursuant to this SectionSection 8, you will notify us promptly of the date and time when the first stabilizing purchase is was effected and the date and time when stabilizing was terminated. You will retain such information as is terminatedrequired to be retained by you as "Manager" pursuant to Rule 17a-2 under the Securities Exchange Act (the "Exchange Act"). We agree that stabilizing by us may be effected only with the consent of W. B. McKee Securities, Xxx., xxd we will not effect any stabilizing purchases without your express authorization, and, if any purchases are effected, we agree to furnish W. B. McKee Securities, Xxx. xxxh to you not later than three business days following the date upon which stabilization was commenced such information and reports relating as is required under Rule 17a-2(d). With respect to such stabilization the Underwriting Agreement, you are also authorized in your discretion (a) to exercise the option therein as are required by the rules and regulations to all or any part of the Commission under the Exchange Act. We authorize youOption Shares, in your sole discretion, and to exercise any over-allotment terminate such option in whole or in part prior to its expiration, (b) to postpone the (Closing Date and any Additional Option Closing Date referred to in the Underwriting Agreement, and any other time or date specified therein, (c) to cancel exercise any right of cancellation or termination, (d) to arrange for the same at purchase by other persons (including yourselves or any other Underwriter) of any Shares not taken up by any defaulting Underwriter, and (e) to consent to such time other changes in the Underwriting Agreement as you may determinein your judgment do not materially adversely affect the substance of' our rights and obligations thereunder. To 4 We further agree that (a) prior to the extenttermination of this Agreement we will not, if at alldirectly or indirectly, that you exercise such optionbid for or purchase any Shares for our own account, except as provided in this Agreement and in the Underwriting Agreement, and (b) prior to the completion (as defined in Regulation M promulgated under the Exchange Act) of our participation in this distribution, we agree to take down and pay for our portion of such Option Securities in will otherwise comply with Regulation M promulgated under the proportion that our underwriting obligation bears to the underwriting obligations of all Underwriters. You will advise us of the amount of our Option Securities, and we will offer such Option Securities to the public in conformity with the terms of the offering set forth in the ProspectusExchange Act.