Common use of The Offering Clause in Contracts

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, for the sole purpose of covering overallotments made in the offering of the Firm Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon A registration statement with respect to the basis Partnership has been prepared by the Partnership in accordance with applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the applicable rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder covering the Units (the "Rules and Regulations"). Such registration statement was initially filed with the SEC on or about August 26, 2005. Copies of such registration statement and each amendment thereto have been or will be delivered to the Dealer. (The registration statement and prospectus contained therein, as finally amended and revised at the effective date of the registration statement, are respectively hereinafter referred to as the "Registration Statement" and the "Prospectus," except that if the Prospectus first filed by the Partnership pursuant to Rule 424(b) under the Securities Act shall differ from the Prospectus, the term "Prospectus" shall also include the Prospectus filed pursuant to Rule 424(b).) The Dealer hereby agrees to use its best efforts to sell the Units for cash on the terms and conditions stated in the Prospectus. Nothing in this Selected Dealer Agreement (the "Agreement") shall be deemed or construed to make the Dealer an association or other separate entity or employee, agent, representative or partner of the Partnership, the General Partner or with other dealers, and the Dealer is not authorized to act for the General Partner, the Partnership or any other dealer of the Units, or to make any representations on its behalf except as set forth in the Prospectus and such other printed information furnished to the Dealer by the Partnership to supplement the Prospectus (the "Supplemental Information"). The Dealer will be responsible for its share of any liability or expense based on any claim to the contrary. The Partnership shall not be liable to the Dealer, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act, and no obligations on the part of the Partnership will be implied or inferred from this Agreement. The foregoing provision shall not be deemed a waiver of any liability imposed under the Securities Act. This Agreement will confirm the understanding and agreement between the Partnership and you, the Dealer, with respect to your participation in the offering and sale of the Units on the terms and conditions and subject to the representations and warranties and subject to the terms and conditions herein hereinafter set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes Shares to be purchased by each of them, all or a portion of the Additional NotesOption Shares, at the same Purchase Price to be paid by the Underwriters for the Firm Notes Shares (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes Option Shares as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes Option Shares are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes Option Shares to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes Option Shares being purchased as the number of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm NotesShares, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing DateDate (as defined below)). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes Shares to be purchased by each of them, all or a portion of the Additional NotesOption Shares, for the sole purpose of covering overallotments made in the offering of the Firm Shares, at the same Purchase Price to be paid by the Underwriters for the Firm Notes Shares (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes Option Shares as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes Option Shares are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes Option Shares to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes Option Shares being purchased as the number of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm NotesShares, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyUnderwriter, the aggregate principal amount of Firm Notes set forth opposite Shares and the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereofhereto. In addition, the Company hereby grants to the several Underwriters Underwriter the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional NotesOption Shares, at the same Purchase Price to be paid by the Underwriters Underwriter for the Firm Notes Shares (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters Underwriter at any time and from time to time in whole or in part by written notice from the Representative Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes Option Shares as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes Option Shares are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, for the sole purpose of covering overallotments made in the offering of the Firm Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date (as defined herein) to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, for the sole purpose of covering overallotments made in the offering of the Firm Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative Representatives on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, for the sole purpose of covering overallotments made in the offering of the Firm Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date (as defined herein) to the Additional Closing Date). This option may be exercised by the Representative Representatives on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon This Subscription Agreement is delivered in connection with the basis Offering of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal a minimum amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase PriceMinimum Amount”) set forth in Schedule B hereto of $1,000,000 (666,666 Units) of Units (the aggregate principal “Units”) and a maximum amount (the “Maximum Amount”) of Firm Notes set forth opposite the name $2,500,000 (1,666,666 Units) of such Underwriter on Schedule A hereto Units. Each Unit consists of (i) one (1) share of Common Stock; and (ii) a Warrant to purchase one (1) share of Common Stock at an exercise price of $1.80 per share, subject to adjustment in accordance with Section 7 hereofcertain circumstances. In additionPurchaser understands that the details of the Offering are set forth in the Private Offering Memorandum, as may be amended or supplemented from time to time. The Offering will terminate at the end of the Offering Period. Purchaser understands that this Subscription Agreement is not binding upon the Company hereby grants to the several Underwriters the option to purchase and, upon the basis unless and until such time as (i) payment of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from Investment Amount is received by the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the dateCompany accepts Purchaser's subscription in writing. Purchaser acknowledges that the Company reserves the right, time and place at which such Additional Notes are in its sole discretion, to be delivered (such dateaccept or reject any Subscription Agreement. The Company, the Placement Agent and their respective affiliates reserve the right to purchase Units in the Offering and all such purchases shall count toward the Minimum Amount and the Maximum Amount. Purchaser acknowledges that Purchaser has received, read, understands and is familiar with this Subscription Agreement, any attachments, including but not limited to the Private Offering Memorandum and all Exhibits and Appendices thereto, as may be amended or supplemented from time to time, and together with any other filed regulatory documents (collectively “Additional Closing Date” Offering Material”), and such time Purchaser further acknowledges that Purchaser has not relied upon any information concerning the Offering, written or oral, other than those contained in this Subscription Agreement and the Offering Material. Purchaser further understands that any other information or literature, regardless of such datewhether distributed prior to, simultaneously with, or subsequent to, the “Additional Time date of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but this Subscription Agreement shall not be earlier than relied upon by Purchaser in determining whether to make an investment in the Time Units and Purchaser expressly acknowledges, agrees and affirms that Purchaser has not relied upon any such information or literature in making Purchaser's determination to make an investment in the Units and that Purchaser understands that, except as otherwise provided herein, the Company is under no obligation to (and that Purchaser does not expect it to) update, revise, amend or add to any of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery the information heretofore furnished to Purchaser. As of such notice the date of exercise. The aggregate principal amount the Confidential Private Offering Memorandum of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company, dated October 18, 2010, pursuant to which the Company is offering for sale the Units (the “PPM”), the Company has not filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2010, and, therefore, the Company is not current in its periodic filing obligations with the SEC. See “Risk Factors” in the PPM.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”“) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, for the sole purpose of covering overallotments made in the offering of the Firm Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” “ and such time of such date, the “Additional Time of Purchase”“); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon A registration statement with respect to the basis Partnership has been prepared by the Partnership in accordance with applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder covering the Units (the “Rules and Regulations”). Such registration statement was initially filed with the SEC on or about August 26, 2005. Copies of such registration statement and each amendment thereto have been or will be delivered to the Dealer. (The registration statement and prospectus contained therein, as finally amended and revised at the effective date of the registration statement, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus,” except that if the Prospectus first filed by the Partnership pursuant to Rule 424(b) under the Securities Act shall differ from the Prospectus, the term “Prospectus” shall also include the Prospectus filed pursuant to Rule 424(b).) The Dealer hereby agrees to use its best efforts to sell the Units for cash on the terms and conditions stated in the Prospectus. Nothing in this Selected Dealer Agreement (the “Agreement”) shall be deemed or construed to make the Dealer an association or other separate entity or employee, agent, representative or partner of the Partnership, the General Partner or with other dealers, and the Dealer is not authorized to act for the General Partner, the Partnership or any other dealer of the Units, or to make any representations on its behalf except as set forth in the Prospectus and such other printed information furnished to the Dealer by the Partnership to supplement the Prospectus (the “Supplemental Information”). The Dealer will be responsible for its share of any liability or expense based on any claim to the contrary. The Partnership shall not be liable to the Dealer, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act, and no obligations on the part of the Partnership will be implied or inferred from this Agreement. The foregoing provision shall not be deemed a waiver of any liability imposed under the Securities Act. This Agreement will confirm the understanding and agreement between the Partnership and you, the Dealer, with respect to your participation in the offering and sale of the Units on the terms and conditions and subject to the representations and warranties and subject to the terms and conditions herein hereinafter set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis (a) The final terms of the representations and warranties and subject Notes to the terms and conditions herein set forth, be issued by the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from Offering will be determined by the Company at the price (the “Purchase Price”) as set forth in Schedule B hereto a Private Offering Memorandum and term sheet (which, along with any amendment or supplement thereto, is referred to herein as the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition“Memorandum”), which the Company hereby grants will prepare for distribution to prospective purchasers of Notes in the several Underwriters the option to purchase and, upon the basis Offering. (b) Certain terms of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth Offering are as follows: (i) the aggregate principal amount Notes will be offered and sold in reliance on and in accordance with Rule 506(b) of Additional Notes Regulation D of the Securities Act and, as to which a result, the option is being exercised and Offering will be exempt from the registration requirements of the Securities Act; (ii) qualification of the dateTrust Indenture with respect to the Notes under the Trust Indenture Act of 1939, time as amended (the “Trust Indenture Act”), will not be required in connection with the offer, issuance, sale, or delivery of the Notes; (iii) the initial minimum investment in the Notes per investor will be $25,000; (iv) there will be no minimum aggregate amount of subscriptions for Notes that the Company must accept, or any other condition that must be satisfied, before the Company may close on the sale of any Notes in the Offering; (v) investors may purchase Notes through a licensed participating broker-dealer or associated persons of the Company that effect sales of the Notes in compliance with SEC Rule 3a4-1; (vi) the Company may elect to hold more than one closing for the sale of Notes; (vii) the Company reserves the right to temporarily suspend the Offering at any time, including, but not limited to, suspending the offer and place sale of any category of Notes made available under the Offering or terminate the Offering in its sole discretion; (viii) the Offering will terminate at which such Additional the earlier of (A) the sale of all of the Notes are to be delivered being offered in the Offering, and (such dateB) the date set forth in the Memorandum; provided that, the “Additional Closing Date” and such time Company may extend the Offering until September 1, 2017 at its sole discretion; and (ix) notwithstanding any contrary provision of such datethis Agreement, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two neither Managing Broker-Dealer nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion any other Selling Group Member will have any liability to the total aggregate principal amount Company or any other person for its failure to identify one or more prospective investors in the Offering or the failure of Additional the Company to sell any or all of the Notes being purchased as offered for sale in the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyOffering.

The Offering. Upon On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions of this Agreement, the Company hereby appoints the Underwriter as its sole and exclusive agent for the purpose of selling, in accordance with the terms and conditions hereof, the Firm Shares. The Underwriter hereby accepts such agency and agree to use its best efforts to sell the Firm Shares on said terms and conditions. All Firm Shares to be offered and sold in the Offering shall be sold through the Underwriter, as agent for the Company, and the Underwriter agrees to use its best efforts to sell the Firm Shares as agent for the Company, at the price per share set forth in Schedule A hereto. In consideration for the Underwriter’s efforts under this Section, the Company agrees to pay the Underwriter the commission (the “Selling Commission”) set forth in Schedule A hereto. The Underwriter may reject any offer to purchase the Firm Shares made through the Underwriter or a selected dealer in whole or in part, and any such rejection shall not be deemed a breach of the Underwriter’s agreements contained herein. This is strictly a “best efforts” offering and there is no minimum contingency of a specific number of Firm Shares which must be sold prior to proceeding with a closing and the Underwriter is not required to purchase any Shares that are not sold or for which Purchasers have not paid in the Offering. The Company will not sell or agree to sell any of the Firm Shares otherwise than through the Underwriter until after the Closing Date. In the event any of the Company or any of its executive officers is contacted directly or indirectly by prospective Purchasers of the Firm Shares, the Company will promptly forward the names of such prospective Purchasers to the Underwriter. In addition, the Company hereby grants to the Underwriter, upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees option to issue and sell to the Underwriterssell, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each as agent of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional NotesShares, for the sole purpose of covering sales in excess of the number of Firm Shares, at the same Purchase Price to be paid price per share as sold by the Underwriters Underwriter for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date)Shares. This option may be exercised by the Representative on behalf of the several Underwriters Underwriter at any time and from time to time in whole or in part by written notice from the Representative Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount number of Additional Notes Shares as to which the option is being exercised exercised, (ii) the names and denominations in which the certificates will be delivered and (iiiii) the date, time and place at which such Additional Notes are to certificates will be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. If determined necessary in the judgment of the Underwriter, the Shares being sold to the Purchasers shall be evidenced by the execution of the Subscription Agreements by each of the Purchasers and the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto here to the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon The Company also agrees that the basis Placement Agent shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of the representations and warranties and subject Placement Agent, (i) except as provided below with respect to the terms Placement Agent's obligations to indemnify to the Company; and conditions herein set forth, (ii) where such loss has been judicially determined to be solely due to the Placement Agent's gross negligence or willful misconduct. These indemnification provisions shall be in addition to any liability which the Company agrees to issue and sell may otherwise have to the UnderwritersPlacement Agent or the persons indemnified below in this sentence and shall extend to the following: the Placement Agent, severally its affiliated entities, partners, employees, legal counsel, agents and not jointly, controlling persons (within the aggregate principal amount meaning of Firm Notes set forth opposite the name of such Underwriter on Schedule Afederal securities laws), and each the officers, directors, employees, legal counsel, agents and controlling persons of any of them. All references to the Placement Agent in these indemnification provisions shall be understood to include any and all of the Underwritersforegoing. If any action, severally and not jointlysuit, agrees proceeding or investigation is commenced, as to purchase from which the Placement Agent proposes to demand indemnification, it shall notify the Company at with reasonable promptness (provided, however, that any failure by the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject Placement Agent to adjustment in accordance with Section 7 hereof. In addition, notify the Company hereby grants to shall not relieve the several Underwriters Company from its obligations hereunder), and the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters Company shall have the right to purchaseassume the defense of such action. The Placement Agent shall have the right to retain counsel of its own choice to represent it, severally but the fees and not jointly, from expenses of such counsel shall be at its expense unless the Company, ratably employment of such counsel shall have been authorized in accordance writing by the Company in connection with the number defense of Firm Notes such action or the Company shall not have promptly employed counsel reasonably satisfactory to be purchased by each of them, all or a portion the Placement Agent to have charge of the Additional Notes, at defense of such action or the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option Placement Agent shall have reasonably concluded that there may be exercised by the Representative on behalf of the several Underwriters at any time and one or more legal defenses available to it which are different from time or additional to time in whole or in part by written notice from the Representative those available to the Company, in any of which notice may events such fees and expenses shall be given at borne by the Company. Any such counsel of the Placement Agent shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any time within 30 days counsel designated by the Company. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the date same jurisdiction arising out of this Agreementthe same general allegations or circumstances. Such notice The Company shall set forth (i) not, without the aggregate principal amount prior written consent of Additional Notes the Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such datea unconditional term thereof, the “Additional Closing Date” and such time giving by the claimant to the Placement Agent of an unconditional release from all liability in respect of such dateclaim. Anything in this Section 13 to the contrary notwithstanding, the “Additional Time an indemnifying party shall not be liable for any settlement of Purchase”)any claim or action effected without its written consent; provided, provided however, that the Additional Time of Purchase may be simultaneous with, but shall such consent was not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Companyunreasonably withheld.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “"Purchase Price”") set forth in Schedule B hereto hereto, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing DateDate (as defined below)). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “"Additional Closing Date” " and such time of such date, the “"Additional Time of Purchase”"); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject 2.1 Subject to the terms and conditions herein set forthof this Agreement, the Underwriters offer to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to issue and sell to the Underwriters, severally and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, and not jointlyless than all, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the UnderwritersFlow-Through Shares. The Underwriters acknowledge that, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forthcontained in section 6 hereof being satisfied, the Underwriters shall become obligated to purchase or cause to be purchased all of the Flow-Through Shares . The Underwriters shall have the right to purchase, severally and not jointly, from cause the Company, ratably in accordance with the number of Firm Notes Flow-Through Shares to be purchased by each qualified Substituted Purchasers in the Canadian Selling Jurisdictions in place of themthe Underwriters in accordance with Applicable Securities Laws, and that the obligation of the Underwriters to purchase the Flow-Through Shares shall, upon completion and settlement of such sales, be reduced by an amount equal to the number of Flow-Through Shares purchased by such Substituted Purchasers from the Company. 2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to the exemption from the registration requirement of the U.S. Securities Act afforded by Rule 144A thereunder and similar exemptions under applicable securities laws of any state of the United States. The Company understands and agrees that except as expressly contemplated herein, the Underwriters may not arrange for Substituted Purchasers or End Purchasers of the Offered Securities in the United States, and that the offer to purchase the Offered Securities in the United States is being made by the Underwriters, acting through its U.S. Affiliates, in accordance with this Agreement, on a private-placement basis to Qualified Institutional Buyers in the United States, it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction. 2.3 The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or a portion undertakings required to be filed by the Company in connection with the issue and sale of the Additional NotesOffered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, at a registration statement or other offering document with any Commission in the same Purchase Price Selling Jurisdictions, and the Underwriters agrees to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company. 2.4 Neither the Company nor the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth shall: (i) provide to prospective purchasers of the aggregate principal amount Offered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Additional Notes as to which Applicable Securities Laws, except for the option is being exercised and Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the dateoffer and sale of the Offered Securities, time and place at which such Additional Notes are including but not limited to, causing the sale of the Offered Securities to be delivered (such dateadvertised in any newspaper, the “Additional Closing Date” magazine, printed public media, printed media or similar medium of general and such time of such dateregular paid circulation, the “Additional Time of Purchase”); providedbroadcast over radio, howevertelevision or telecommunications, that the Additional Time of Purchase may be simultaneous withincluding electronic display, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion or conduct any seminar or meeting relating to the total aggregate principal amount offer and sale of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration Offered Securities whose attendees have been invited by giving written notice of such cancellation to the Companygeneral solicitation or advertising.

The Offering. Upon The Company is offering for sale in this offering (the basis "OFFERING") up to 1,700,000 shares (the "Maximum Offering") of its common stock, par value $0.001 per share (the "COMMON STOCK"). Notwithstanding the foregoing, the Company, in its sole discretion, may increase the Maximum Offering, at any time during the Offering and without prior notice, by up to ten percent (10%). There is no minimum offering, and the Company may accept and close upon subscriptions from time to time in its sole discretion during the offering period referred to in this Agreement. In addition to the shares of Common Stock being offered hereby (the "Shares"), for every two Shares acquired by a Purchaser at an applicable Closing (as such term is hereinafter defined) pursuant to this Agreement, the Company shall deliver to such Purchaser a warrant (the "WARRANT") to purchase one share of Common Stock. The Warrants, which shall not be transferable, shall initially be exercisable at $3.00 per share of Common Stock, subject to adjustment, and be exercisable for a period of three (3) years after issuance or until the date which is ten (10) days after the Company furnishes written notice to the Warrant holder that the market price of the representations Common Stock has been at least 350% of the then applicable exercise price of the Warrant for a period of at least thirty (30) days, and warranties the average trading volume of the Common Stock has been at least 100,000 shares per day during the preceding thirty (30) days. The shares of Common Stock which may be acquired upon exercise of a Warrant are sometimes hereinafter referred to as the "WARRANT SHARES"). The Shares and subject the Warrants are sometimes hereinafter referred to as the "SECURITIES". The Purchasers of the Securities shall have the benefit of certain registration rights in respect of the Shares and the Warrant Shares on the terms and conditions herein set forthof a Registration Rights Agreement, in the form of EXHIBIT A hereto (the "REGISTRATION RIGHTS AGREEMENT"). The Company is offering the Securities only to individuals, entities or groups, including, without limitation, corporations, limited liability companies, limited or general partnerships, joint ventures, associations, joint stock companies, trusts, unincorporated organizations, or governments or any agencies or political subdivisions thereof (each, a "PERSON") who are "accredited investors" (as defined herein). The Company is making the Offering of the Securities directly through certain of its officers and its directors, but may engage a placement agent (the "PLACEMENT AGENT") and other registered broker-dealers ("OTHER PARTICIPATING AGENTS") may also place Securities. If the Company should engage a Placement Agent or any Other Participating Agent, the Company agrees presently intends to issue and sell pay to the UnderwritersPlacement Agent and to Other Participating Agents, severally and not jointlyif any, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each commissions equal to up to 10% of the Underwriters, severally and not jointly, agrees to purchase from gross sales price of the Company at Shares sold in the price (offering by the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereofapplicable Placement Agent or Other Participating Agent. In addition, the Company hereby grants presently intends to issue to any such Placement Agent or Other Participating Agent, if any, at the several Underwriters final Closing warrants (the option "PLACEMENT AGENT Warrants") granting to purchase and, upon the basis of the representations and warranties and subject such person warrant coverage equal to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with 10% on the number of Firm Notes Shares (but not Warrant Shares) sold in the Offering to investors introduced by that person (without duplication of introduction). The Placement Agent Warrants shall initially be purchased exercisable at $2.00 per share of Common Stock, subject to adjustment, commencing one year after the date of issuance and continuing for five (5) years thereafter, and, unlike the Warrants issued to Purchasers, shall contain a cashless exercise provision. The Placement Agent Warrants shall be transferable by each of them, all the Placement Agent or a portion of the Additional Notes, at Other Participating Agent receiving the same Purchase Price to be paid its officers, directors, shareholders and employees, as well as by the Underwriters for the Firm Notes (without giving effect such persons to any accrued interest from the Closing Date to the Additional Closing Date). This option their immediate family affiliates in connection with estate planning, provided that no such transfer or disposition may be exercised by the Representative on behalf made other than in compliance with applicable securities laws and furnishing satisfactory evidence of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative such compliance to the Company. The Company will indemnify the Placement Agent and any Other Participating Agents, which notice may if any, against certain liabilities. The Company will pay its own costs of the Offering. The Company will also pay a non-accountable expense fee to the Placement Agent equal to 3% of the gross sales price of the Shares (but not any Warrant Shares) sold in the Offering to investors introduced by the Placement Agent (without duplication of introduction), such 3% amount being sometimes hereafter referred to as the "NON-ACCOUNTABLE EXPENSE ALLOWANCE". Notwithstanding the foregoing, the Non-Accountable Expense Allowance shall be given at any time within 30 days from reduced on a dollar-for-dollar basis by the date fees and expenses of the Company's counsel for preparing and furnishing the opinion letter referred to in Section 3.4(d) of this Agreement. Such notice All subscription proceeds in the Offering will be paid at Closing to the account or accounts specified in or pursuant to Section 1.2 herein, provided that the Company will utilize an escrow agent (the "ESCROW AGENT") for receipt of funds if required under applicable law. All references in this Agreement to the Escrow Agent shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are be deemed to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion references to the total aggregate principal amount of Additional Notes being purchased as Company in the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Companyevent that there is no third party Escrow Agent.

The Offering. Upon The Company is offering for sale in this offering (the basis "Offering") up to 7,000,000 shares (the "Maximum Offering") of its common stock, par value $0.001 per share (the "Common Stock"). Notwithstanding the foregoing, the Company, in its sole discretion, may increase the Maximum Offering, at any time during the Offering and without prior notice, by up to ten percent (10%). There is no minimum offering, and the Company may accept and close upon subscriptions from time to time in its sole discretion during the offering period referred to in this Agreement. In addition to the shares of Common Stock being offered hereby (the "Shares"), for every two Shares acquired by a Purchaser at an applicable Closing (as such term is hereinafter defined) pursuant to this Agreement, the Company shall deliver to such Purchaser a warrant (the "Warrant") to purchase one share of Common Stock. The Warrants, which shall not be transferable, shall initially be exercisable at $3.00 per share of Common Stock, subject to adjustment, and be exercisable for a period of three (3) years after issuance or until the date which is ten (10) days after the Company furnishes written notice to the Warrant holder that the market price of the representations Common Stock has been at least 400% of the then applicable exercise price of the Warrant for a period of at least thirty (30) days, and warranties the average trading volume of the Common Stock has been at least 100,000 shares per day during the preceding thirty (30) days. The shares of Common Stock which may be acquired upon exercise of a Warrant are sometimes hereinafter referred to as the "Warrant Shares"). The Shares and subject the Warrants are sometimes hereinafter referred to as the "Securities". The Purchasers of the Securities shall have the benefit of certain registration rights in respect of the Shares and the Warrant Shares on the terms and conditions herein set forthof a Registration Rights Agreement, in the form of Exhibit A hereto (the "Registration Rights Agreement"). The Company is offering the Securities only to individuals, entities or groups, including, without limitation, corporations, limited liability companies, limited or general partnerships, joint ventures, associations, joint stock companies, trusts, unincorporated organizations, or governments or any agencies or political subdivisions thereof (each, a "Person") who are "accredited investors" (as defined herein). The Company is making the Offering of the Securities directly through certain of its officers and its directors, but may engage a placement agent (the "Placement Agent") and other registered broker-dealers ("Other Participating Agents") may also place Securities. If the Company should engage a Placement Agent or any Other Participating Agent, the Company agrees presently intends to issue and sell pay to the UnderwritersPlacement Agent and to Other Participating Agents, severally and not jointlyif any, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each commissions equal to up to 10% of the Underwriters, severally and not jointly, agrees to purchase from gross sales price of the Company at Shares sold in the price (offering by the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereofapplicable Placement Agent or Other Participating Agent. In addition, the Company hereby grants presently intends to issue to any such Placement Agent or Other Participating Agent, if any, at the several Underwriters final Closing warrants (the option "Placement Agent Warrants") granting to purchase and, upon the basis of the representations and warranties and subject such person warrant coverage equal to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with 10% on the number of Firm Notes Shares (but not Warrant Shares) sold in the Offering to investors introduced by that person (without duplication of introduction). The Placement Agent Warrants shall initially be purchased exercisable at $2.00 per share of Common Stock, subject to adjustment, commencing one year after the date of issuance and continuing for five (5) years thereafter, and, unlike the Warrants issued to Purchasers, shall contain a cashless exercise provision. The Placement Agent Warrants shall be transferable by each of them, all the Placement Agent or a portion of the Additional Notes, at Other Participating Agent receiving the same Purchase Price to be paid its officers, directors, shareholders and employees, as well as by the Underwriters for the Firm Notes (without giving effect such persons to any accrued interest from the Closing Date to the Additional Closing Date). This option their immediate family affiliates in connection with estate planning, provided that no such transfer or disposition may be exercised by the Representative on behalf made other than in compliance with applicable securities laws and furnishing satisfactory evidence of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative such compliance to the Company. The Company will indemnify the Placement Agent and any Other Participating Agents, which notice may if any, against certain liabilities. The Company will pay its own costs of the Offering. The Company will also pay a non-accountable expense fee to the Placement Agent equal to 3% of the gross sales price of the Shares (but not any Warrant Shares) sold in the Offering to investors introduced by the Placement Agent (without duplication of introduction), such 3% amount being sometimes hereafter referred to as the "Non-Accountable Expense Allowance. Notwithstanding the foregoing, the Non-Accountable Expense Allowance shall be given at any time within 30 days from reduced on a dollar-for-dollar basis by the date fees and expenses of the Company's counsel for preparing and furnishing the opinion letter referred to in Section 3.4(d) of this Agreement. Such notice All subscription proceeds in the Offering will be paid at Closing to the account or accounts specified in or pursuant to Section 1.2 herein, provided that the Company will utilize an escrow agent (the "Escrow Agent") for receipt of funds if required under applicable law. All references in this Agreement to the Escrow Agent shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are be deemed to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion references to the total aggregate principal amount of Additional Notes being purchased as Company in the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Companyevent that there is no third party Escrow Agent.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount number of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount number of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase andpurchase, and upon the basis of the representations representations, warranties and warranties agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional NotesOption Shares, at the same Purchase Price purchase price per share to be paid by the Underwriters to the Company for the Firm Notes (without giving effect to any accrued interest from Shares as set forth opposite the Closing Date to the Additional Closing Date)names of such Underwriters on Schedule C hereto. This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole on or in part before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreementelectronic (“Option Shares Notice”). Such notice The Option Shares Notice shall set forth (i) the aggregate principal amount number of Additional Notes Option Shares as to which the option is being exercised exercised, and (ii) the date, date and time and place at which such Additional Notes when the Option Shares are to be delivered (such date, date and time being herein referred to as the “Additional Option Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase Option Closing Date may be simultaneous withthe same date and time as the Closing Date (as defined below), but shall not be earlier than the Time of Purchase (as defined below) and shall not be Closing Date nor earlier than two nor later than five full the second (2nd) business days day after delivery the date on which the option to purchase Option Shares shall have been exercised. As of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears Option Closing Date, the same proportion Company will issue and sell to the total aggregate principal amount of Additional Notes being purchased as Underwriters, and the Underwriters will purchase from the Company, the number of Firm Notes Option Shares set forth opposite in the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyOption Shares Notice.

The Offering. Upon the basis  (a) The final terms of the representations and warranties and subject Notes to the terms and conditions herein set forth, be issued by the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from Offering will be determined by the Company at the price (the “Purchase Price”) as set forth in Schedule B hereto a Private Offering Memorandum and term sheet (which, along with any amendment or supplement thereto, is referred to herein as the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition“Memorandum”), which the Company hereby grants will prepare for distribution to prospective purchasers of Notes in the several Underwriters the option to purchase and, upon the basis Offering.  (b) Certain terms of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth Offering are as follows:  (i) the aggregate principal amount Notes will be offered and sold in reliance on and in accordance with Rule 506(b) of Additional Notes Regulation D of the Securities Act and, as to which a result, the option is being exercised and Offering will be exempt from the registration requirements of the Securities Act;  (ii) qualification of the dateTrust Indenture with respect to the Notes under the Trust Indenture Act of 1939, time as amended (the “Trust Indenture Act”), will not be required in connection with the offer, issuance, sale, or delivery of the Notes;  (iii) the initial minimum investment in the Notes per investor will be $25,000;  (iv) there will be no minimum aggregate amount of subscriptions for Notes that the Company must accept, or any other condition that must be satisfied, before the Company may close on the sale of any Notes in the Offering;  (v) investors may purchase Notes through the Managing Broker Dealer or associated persons of the Company that effect sales of the Notes in compliance with SEC Rule 3a4-1;  (vi) the Company may elect to hold more than one closing for the sale of Notes;  (vii) the Company reserves the right to temporarily suspend the Offering at any time, including, but not limited to, suspending the offer and place sale of any category of Notes made available under the Offering or terminate the Offering in its sole discretion;  (viii) the Offering will terminate at which such Additional the earlier of (A) the sale of all of the Notes are to be delivered being offered in the Offering, and (such dateB) the date set forth in the Memorandum; provided that, the “Additional Closing Date” Company may extend the Offering until December 31, 2020 at its sole discretion; and such time  (ix) notwithstanding any contrary provision of such datethis Agreement, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion Managing Broker-Dealer will have no liability to the total aggregate principal amount Company or any other person for its failure to identify one or more prospective investors in the Offering or the failure of Additional the Company to sell any or all of the Notes being purchased as offered for sale in the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereofOffering. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.